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What changed in Vistra Corp.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Vistra Corp.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+523 added−527 removedSource: 10-K (2026-02-27) vs 10-K (2025-02-28)

Top changes in Vistra Corp.'s 2025 10-K

523 paragraphs added · 527 removed · 338 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

107 edited+55 added−85 removed81 unchanged
Biggest changeWe have already taken or announced significant steps to transform our generation portfolio with the goal of maintaining reliability while also reducing the emissions intensity of our generation fleet, including: • Acquisition of Nuclear Generation Facilities — In 2024, we acquired 4,048 MW of nuclear generation facilities in PJM from Energy Harbor. • Re-powered generation assets — In May 2024, we announced our intention to repower the coal-fueled Coleto Creek Power Plant near Goliad, Texas as a natural-gas fueled plant with up to 600 MW of capacity. • Uprated capacity at existing natural gas plants — Additional capacity has been added to existing natural gas plants through technological upgrades improving efficiency and overall fleet intensity. • Battery Energy Storage Projects — As of December 31, 2024, we owned battery ESS totaling 750 MW in California, 270 MW in Texas and 4 MW in Illinois.
Biggest changeWe have already taken or announced significant steps to transform our generation portfolio with the goal of maintaining reliability while also reducing the emissions intensity of our generation fleet, including: • Acquisition of Nuclear Generation Facilities — In 2024, we acquired Energy Harbor, including 4,048 MW of nuclear generation facilities in PJM. • Acquisition of Natural Gas Generation Facilities — In 2025, we acquired 2,557 MW of natural gas generation facilities in Delaware and Pennsylvania (PJM), Rhode Island (ISO-NE), New York (NYISO), and California (CAISO). • Re-powered generation assets — We intend to repower the Coleto Creek Power Plant in Texas and the Miami Fort Power Plant in Illinois to natural-gas fueled plants upon their retirements as coal-fueled facilities in 2027 and 2028, respectively. • Uprated capacity at existing plants — In January 2026, we announced plans to add 433 MW of uprate capacity from our Perry, Davis-Besse, and Beaver Valley nuclear power plants in PJM.
In April 2019, the Fifth Circuit Court vacated and remanded portions of the EPA's ELG rule pertaining to effluent limitations for legacy wastewater and leachate. The EPA published a final rule in October 2020 that extends the compliance date for both FGD and bottom ash transport water to no later than December 2025, as negotiated with the state permitting agency.
In April 2019, the Fifth Circuit Court vacated and remanded portions of the EPA's ELG rule pertaining to effluent limitations for legacy wastewater and leachate. In October 2020, the EPA published a final rule that extends the compliance date for both FGD and bottom ash transport water to no later than December 2025, as negotiated with the state permitting agency.
However, in January 2025, President Trump issued a series of executive orders, including an order titled Unleashing American Energy (the Order) that ordered that all federal agencies are to review all existing regulations, orders, and other actions for consistency with the policy goals, and develop an action plan within 30 days to resolve any policy inconsistencies.
However, in January 2025, President Trump issued a series of executive orders, including an order titled Unleashing American Energy (the Order) that ordered that all federal agencies are to review all existing regulations, orders, and other actions for consistency with the administration's policy goals, and develop an action plan within 30 days to resolve any policy inconsistencies.
The CCR surface impoundment and landfill closure costs currently reflected in our existing ARO liabilities reflect the costs of closure methods that our operations and environmental services teams determined were appropriate based on the existing closure requirements at the time we recorded those ARO liabilities, and is reasonably possible for those to increase once the IEPA determines final closure requirements.
The CCR surface impoundment and landfill closure costs currently reflected in our existing ARO liabilities reflect the costs of closure methods that our operations and environmental services teams determined were appropriate based on the existing closure requirements at the time we recorded those ARO liabilities, and it is reasonably possible for those to increase once the IEPA determines final closure requirements.
Additionally, the final rule allows for a retirement exemption that exempts facilities certifying that units will retire by December 2028 provided certain effluent limitations are met. In November 2020, environmental groups petitioned for review of the new ELG revisions, and Vistra subsidiaries filed a motion to intervene in support of the EPA in December 2020.
Additionally, the rule allows for a retirement exemption that exempts facilities certifying that units will retire by December 2028 provided certain effluent limitations are met. In November 2020, environmental groups petitioned for review of the new ELG revisions, and Vistra subsidiaries filed a motion to intervene in support of the EPA in December 2020.
The Governor of Virginia issued an executive order in January 2022 to begin the process of removing the state from RGGI. The Virginia State Pollution Control Board withdrew the state from RGGI at the end of 2023, coinciding with the end of the program's three-year compliance period and contract with RGGI, Inc.
The former Governor of Virginia issued an executive order in January 2022 to begin the process of removing the state from RGGI. The Virginia State Pollution Control Board withdrew the state from RGGI at the end of 2023, coinciding with the end of the program's three-year compliance period and contract with RGGI, Inc.
To help keep our workforce healthy, we offer access to on-site medical clinics at six locations. Our healthcare plans are also designed to reward employees for getting annual physicals, age and gender health screenings and immunizations. In addition, our employee medical plans promote mental health and emotional wellness and offer resources for employees seeking assistance.
To help keep our workforce healthy, we offer access to on-site medical clinics at five locations. Our healthcare plans are also designed to reward employees for getting annual physicals, age and gender health screenings and immunizations. In addition, our employee medical plans promote mental health and emotional wellness and offer resources for employees seeking assistance.
In 2024, safety learning calls were held every week where near-miss and safety events were reviewed by our operating teams to promote learning across the fleet. All Vistra employees are covered by our safety program. Corporate and retail employees are required to complete periodic training on safety topics through our online learning management system.
In 2025, safety learning calls were held every week where near-miss and safety events were reviewed by our operating teams to promote learning across the fleet. All Vistra employees are covered by our safety program. Corporate and retail employees are required to complete periodic training on safety topics through our online learning management system.
NYISO — NYISO is an ISO that manages the flow of electricity from approximately 37,100 MW of installed summer generation capacity to approximately 20 million New York customers. NYISO dispatches power plants to meet system energy and reliability needs and settles physical power deliveries at LMPs.
NYISO — NYISO is an ISO that manages the flow of electricity from approximately 37,700 MW of installed summer generation capacity to approximately 20 million New York customers. NYISO dispatches power plants to meet system energy and reliability needs and settles physical power deliveries at LMPs.
Our integrated business model distinguishes us from our electricity competitors as it combines our reliable and efficient diversified generation fleet totaling approximately 41,000 MW of capacity, with our commercial operations, including commodity risk management capabilities, and our best-in-class retail energy platform.
Our integrated business model distinguishes us from our electricity competitors as it combines our reliable and efficient diversified generation fleet totaling approximately 44,000 MW of capacity, with our commercial operations, including commodity risk management capabilities, and our best-in-class retail energy platform.
We serve approximately 5 million residential, commercial, and industrial retail customers with electricity and natural gas. Our generation fleet totals approximately 41,000 megawatts of generation capacity powered by a diverse portfolio, including natural gas, nuclear, coal, solar, and battery energy storage facilities.
We serve approximately 5 million residential, commercial, and industrial retail customers with electricity and natural gas. Our generation fleet totals approximately 44,000 megawatts of generation capacity powered by a diverse portfolio, including natural gas, nuclear, coal, solar, and battery energy storage facilities.
We believe this provides financial flexibility for our capital allocation decisions, including executing on organic growth opportunities, engaging in mergers and acquisitions, opportunistic debt reduction, or returning capital to our stockholders. 6 Table of Contents Strategic energy transition that supports the reliability, affordability, and sustainability of the electric grid.
We believe this provides financial flexibility for our capital allocation decisions, including executing on organic growth opportunities, engaging in mergers and acquisitions, opportunistic debt reduction, or returning capital to our stockholders. Strategic energy transition that supports the reliability, affordability, and sustainability of the electric grid.
Prior to the November 2020 deadline to seek extensions, we submitted applications to the EPA requesting compliance extensions under both conversion and retirement scenarios. In January 2022, the EPA determined that our conversion and retirement applications for our CCR facilities were complete but has not yet proposed action on any of those applications.
Prior to the November 2020 deadline to seek extensions, we submitted applications to the EPA requesting compliance extensions under both conversion and retirement scenarios. In January 2022, the EPA determined that our conversion and retirement applications for our CCR facilities were complete but has not yet proposed action on any of those applications. 13 VISTRA CORP.
Nuclear units are generally operated at full capacity. Refueling (nuclear fuel assembly replacement) outages for each unit are scheduled to occur during the spring or fall off-peak demand periods. While one unit is undergoing a refueling outage at dual-unit facilities, the remaining unit is intended to operate at full capacity.
Refueling (nuclear fuel assembly replacement) outages for each unit are scheduled to occur during the spring or fall off-peak demand periods. While one unit is undergoing a refueling outage at dual-unit facilities, the remaining unit is intended to operate at full capacity.
Although we do not focus on recordable incidents, our Total Recordable Incident rate (TRIR) for company employees was 0.72, in the top quartile as compared to the Edison Electric Institute (EEI) 2023 Total Company Injury Data for companies of comparable size. We encourage near-miss reporting and review of events to promote a learning environment.
Although we do not focus on recordable incidents, our Total Recordable Incident rate (TRIR) for company employees was 0.52, in the top quartile as compared to the Edison Electric Institute (EEI) 2024 Total Company Injury Data for companies of comparable size. We encourage near-miss reporting and review of events to promote a learning environment.
All personnel at Vistra locations are encouraged to be actively involved in the safety process. Managers are required to participate in safety engagements with staff to enable constant communication and sustained interaction. In 2024, the generation fleet conducted more than 51,000 leadership safety engagements across the fleet continuing our employee driven safety program focused on engagement of all employees.
All personnel at Vistra locations are encouraged to be actively involved in the safety process. Managers are required to participate in safety engagements with staff to enable constant communication and sustained interaction. In 2025, the generation fleet conducted more than 99,000 leadership safety engagements across the fleet continuing our employee driven safety program focused on engagement of all employees.
Beginning in 2019, the allocation process transitioned to a competitive auction process whereby allowances are partially distributed through a competitive auction process and partially distributed based on the process and schedule established by the rule. Beginning in 2021, all allowances were distributed through the auction. Limited banking of unused allowances is allowed.
Beginning in 2019, the allocation process transitioned to a competitive auction process whereby allowances are partially distributed through a competitive auction process and partially distributed based on the process and schedule established by the rule. Beginning in 2021, all allowances were distributed through the auction. Limited banking of unused allowances is allowed. 10 VISTRA CORP.
The CAA requires that fossil-fueled electricity generation plants meet certain pollutant emission standards and have sufficient emission allowances to cover SO 2 emissions and in some regions NO X emissions. 11 Table of Contents In order to ensure continued compliance with the CAA and related rules and regulations, we utilize various emission reduction technologies.
The CAA requires that fossil-fueled electricity generation plants meet certain pollutant emission standards and have sufficient emission allowances to cover SO 2 emissions and in some regions NO X emissions. In order to ensure continued compliance with the CAA and related rules and regulations, we utilize various emission reduction technologies.
CO 2 , methane and nitrous oxide are emitted in this combustion process, with CO 2 representing the largest portion of these GHG emissions. We estimate that our generation facilities produced approximately 95 million short tons of CO 2 in the year ended 2024.
CO 2 , methane and nitrous oxide are emitted in this combustion process, with CO 2 representing the largest portion of these GHG emissions. We estimate that our generation facilities produced approximately 102 million short tons of CO 2 in the year ended 2025.
These proposed closure costs are reflected in the ARO in the consolidated balance sheets (see Note 13 to the Financial Statements). In 2012, the IEPA issued violation notices alleging violations of groundwater standards at the Newton and Coffeen facilities' CCR surface impoundments. We are addressing these CCR surface impoundments in accordance with the federal CCR rule.
These proposed closure costs are reflected in the ARO in the consolidated balance sheets (see Note 15 to the Financial Statements for additional information). In 2012, the IEPA issued violation notices alleging violations of groundwater standards at the Newton and Coffeen facilities' CCR surface impoundments. We are addressing these CCR surface impoundments in accordance with the federal CCR rule.
In December 2023, the PUCT also approved an Emergency Pricing Program that temporarily lowers the system-wide offer cap to $2,000/MWh if prices have been at the cap for 12 hours in a rolling 24-hour period.
Additionally, the PUCT approved an Emergency Pricing Program that temporarily lowers the system-wide offer cap to $2,000/MWh if prices have been at the cap for 12 hours in a rolling 24-hour period.
Price formation is typically based on the highest variable cost unit that clears the market to satisfy system demand at a given point in time.
Price formation is typically based on the highest variable cost unit that clears the market to satisfy system demand at a given point in time. 2 VISTRA CORP.
Vistra believes our most valuable asset is our talented, dedicated and dynamic group of employees who work together to achieve our objectives, and our top priority is ensuring their safety. As of December 31, 2024, we had approximately 6,850 full-time employees, including approximately 1,940 employees under collective bargaining agreements.
Vistra believes our most valuable asset is our talented, dedicated, and dynamic group of employees who work together to achieve our objectives, and our top priority is ensuring their safety. As of December 31, 2025, we had approximately 6,390 full-time employees, including approximately 1,860 employees under collective bargaining agreements.
Investors may be notified of postings to our website by signing up for email alerts and RSS feeds on the "Investor Relations" page. The information on Vistra's website shall not be deemed a part of, or incorporated by reference into, this annual report on Form 10-K. 17 Table of Contents
Investors may be notified of postings to our website by signing up for email alerts and RSS feeds on the "Investor Relations" page. The information on Vistra's website shall not be deemed a part of, or incorporated by reference into, this annual report on Form 10-K. 16 VISTRA CORP.
Circuit Court granted an unopposed motion filed by the Department of Justice on behalf of the EPA, holding the litigation in abeyance for a period of 120 days while the new leadership at the EPA evaluates the rule and determines how it wishes to proceed.
Circuit Court granted an unopposed motion filed by the Department of Justice on behalf of the EPA, holding the litigation in abeyance while the new leadership at the EPA evaluates the rule and determines how it wishes to proceed.
Our distinctive power products give our customers choice, convenience, and control over how and when they use electricity and related services. 1 Table of Contents Electricity Generation Operations Vistra is the largest competitive power generator in the U.S. as measured by MWh of generation capacity.
Our distinctive power products give our customers choice, convenience, and control over how and when they use electricity and related services. Electricity Generation Operations Vistra is one of the largest competitive power generators in the U.S. as measured by MWh of generation capacity.
Our near-term science-based targets are to reduce absolute scope 1 and 2 GHG emissions 58% by 2028 from a 2018 base year, reduce absolute scope 1 and 3 GHG emissions from all sold electricity 58% within the same timeframe, and reduce absolute scope 3 GHG emissions from use of sold products 42% within the same timeframe.
Our SBTi validated targets are to reduce absolute scope 1 and 2 GHG emissions 58% by 2028 from a 2018 base year, reduce absolute scope 1 and 3 GHG emissions from all sold electricity 58% within the same timeframe, and reduce absolute scope 3 GHG emissions from use of sold products 42% within the same timeframe.
During a refueling outage, other maintenance, modification, and testing activities are completed that cannot be accomplished when the unit is in operation. We have contracts in place for all of our nuclear fuel requirements through 2029. We do not anticipate any significant difficulties in acquiring uranium and contracting for associated conversion, enrichment, and fabrication services in the foreseeable future.
During a refueling outage, other maintenance, modification, and testing activities are completed that cannot be accomplished when the unit is in operation. We have nuclear fuel contracted to support all of our refueling needs through 2030. We do not anticipate any significant difficulties in acquiring uranium and contracting for associated conversion, enrichment, and fabrication services in the foreseeable future.
In May 2023, a proposed BART rule was published in the Federal Register that would withdraw the trading program provisions of the prior rule and would establish SO 2 limits on six facilities in Texas, including Martin Lake and Coleto Creek.
In May 2023, a proposed BART rule was published in the Federal Register that would withdraw the trading program provisions of the prior rule and would establish SO 2 limits on six facilities in Texas, including Martin Lake and Coleto Creek. However, that proposal was never finalized during the Biden administration.
Business Strategy Vistra is the largest producer of power in deregulated markets in the U.S. with annual expected generation of over 200 TWh as of December 31, 2024. Vistra is guided by four core principles: • We do business the right way.
Business Strategy Vistra is one of the largest producers of power in deregulated markets in the U.S. with annual expected generation of over 230 TWh as of December 31, 2025. Vistra is guided by four core principles: • We do business the right way.
For example, if a less efficient natural gas unit is needed to meet demand, its offer price sets the market clearing price for all dispatched generation in that market, regardless of other units' offer prices. Generators receive the location-based marginal price for their output.
Prices vary within different zones due to transmission losses and congestion. For example, if a less efficient natural gas unit is needed to meet demand, its offer price sets the market clearing price for all dispatched generation in that market, regardless of other units' offer prices. Generators receive the location-based marginal price for their output.
California — Our assets in California are subject to the California Global Warming Solutions Act, which required the California Air Resources Board (CARB) to develop a GHG emission control program to reduce emissions of GHGs in the state to 1990 levels by 2020.
As a result, RGGI is not being implemented in Pennsylvania. California — Our assets in California are subject to the California Global Warming Solutions Act, which required the California Air Resources Board (CARB) to develop a GHG emission control program to reduce emissions of GHGs in the state to 1990 levels by 2020.
The balance is cleared through the seasonal and monthly capacity auctions. 4 Table of Contents MISO — MISO is an RTO that manages the flow of electricity from approximately 202,000 MW of installed generation capacity to approximately 45 million customers in all or parts of Iowa, Minnesota, North Dakota, Wisconsin, Michigan, Kentucky, Indiana, Illinois, Missouri, Arkansas, Mississippi, Texas, Louisiana, Montana, South Dakota, and Manitoba, Canada.
MISO — MISO is an RTO that manages the flow of electricity from approximately 207,000 MW of installed generation capacity to approximately 45 million customers in all or parts of Iowa, Minnesota, North Dakota, Wisconsin, Michigan, Kentucky, Indiana, Illinois, Missouri, Arkansas, Mississippi, Texas, Louisiana, Montana, South Dakota, and Manitoba, Canada.
Vistra's Essentials of Leadership provides new managers with skills to lead organizations in situational leadership, business acumen, and exposes them to best practices from across the company. We continue to evaluate and refine our programs as the development needs of our employees change.
Each leader may select development opportunities based on their individualized needs. Vistra's Essentials of Leadership provides new managers with skills to lead organizations in situational leadership, business acumen, and exposes them to best practices from across the Company. We continue to evaluate and refine our programs as the development needs of our employees change.
We have announced our plans to develop additional battery ESS at retired or to-be-retired plant sites in Illinois. • Solar Projects — As of December 31, 2024, we owned solar generations facilities totaling 338 MW in Texas and 112 MW in Illinois.
We have announced our plans to develop additional battery ESS in California and at retired or to-be-retired plant sites in Illinois. 9 VISTRA CORP. • Solar Projects — As of December 31, 2025, we owned solar generations facilities totaling 538 MW in Texas and 112 MW in Illinois.
In June 2019, New Jersey adopted two rules that govern New Jersey's reentry into the RGGI auction and distribution of the RGGI auction proceeds. Pennsylvania — In April 2022, the Pennsylvania Environmental Quality Board finalized regulations that would establish Pennsylvania's participation in RGGI.
In June 2019, New Jersey adopted two rules that govern New Jersey's reentry into the RGGI auction and distribution of the RGGI auction proceeds. Pennsylvania — In April 2022, the Pennsylvania Environmental Quality Board finalized regulations that would establish Pennsylvania's participation in RGGI. However, in November 2025, legislation was enacted that removed Pennsylvania from RGGI.
Vistra subsidiaries filed comments on that rulemaking in December 2020, and the EPA published a final rule in the Federal Register on April 30, 2021 that reduces ozone season NO X budgets in certain states. We do not believe that the final rule causes a material adverse impact on our future financial results.
The EPA published a final rule in the Federal Register on April 30, 2021 that reduces ozone season NO X budgets in certain states. We do not believe that the final rule causes a material adverse impact on our future financial results. 11 VISTRA CORP.
Item 1. BUSINESS References in this report to "we," "our," "us," and "the Company" are to Vistra and/or its subsidiaries, as apparent in the context. See Glossary of Terms and Abbreviations for defined terms. General Vistra is an integrated retail electricity and power generation company.
Item 1. BUSINESS References in this report to "we," "our," "us," and "the Company" are to Vistra and/or its subsidiaries, as apparent in the context. See Glossary of Terms and Abbreviations for defined terms. General Vistra is an integrated retail electricity and power generation company that provides essential power resources to customers, businesses, and communities from California to Maine.
Our core values apply to all employees, suppliers and contractors and guide how we interact with our partner companies, communities, the environment and all other stakeholders. We aim to conduct all aspects of our business in accordance with these core values, which serve as the cultural foundation of the Company.
These principles apply to all employees, suppliers, and contractors and guide how we interact with our partner companies, communities, the environment and all other stakeholders. We aim to conduct all aspects of our business in accordance with these core principles.
The day-ahead market is a voluntary, financial electricity market conducted the day before each operating day in which generators and purchasers of electricity may bid for one or more hours of electricity supply or consumption. The real-time market is a physical market in which electricity is dispatched and priced in five-minute intervals.
The day-ahead market is a voluntary, financial electricity market conducted the day before each operating day in which generators and purchasers of electricity may bid for one or more hours of electricity supply or consumption.
PJM — PJM is an RTO that manages the flow of electricity from approximately 183,000 MW of generation capacity to approximately 65 million customers in all or parts of Delaware, Illinois, Indiana, Kentucky, Maryland, Michigan, New Jersey, North Carolina, Ohio, Pennsylvania, Tennessee, Virginia, West Virginia, and the District of Columbia.
PJM — PJM is an RTO that manages the flow of electricity from approximately 160,709 MW of peak 2025 demand to approximately 67 million customers in all or parts of Delaware, Illinois, Indiana, Kentucky, Maryland, Michigan, New Jersey, North Carolina, Ohio, Pennsylvania, Tennessee, Virginia, West Virginia, and the District of Columbia.
Following finalization of the rule in May 2024, 17 petitions for review from various states, industry groups and companies were filed in the D.C. Circuit Court along with multiple motions to stay the rule. We are participating in an industry coalition challenging the rule. In July 2024, the D.C.
None of our existing large or small combustion turbines are subject to this rule. Following finalization of the rule in May 2024, 17 petitions for review from various states, industry groups, and companies were filed in the D.C. Circuit Court along with multiple motions to stay the rule. We are participating in an industry coalition challenging the rule.
Our commodity risk management group enters into electricity, natural gas, and other commodity derivative contracts to reduce exposure to price fluctuations with the goal of reducing volatility of future revenues and fuel costs for our generation facilities and purchased power costs for our Retail segment. 5 Table of Contents Seasonality The demand for and market prices of electricity and natural gas are affected by weather.
Our commodity risk management group enters into electricity, natural gas, and other commodity derivative contracts to reduce exposure to price fluctuations with the goal of reducing volatility of future revenues and fuel costs for our generation facilities and purchased power costs for our Retail segment.
Since 2010, Vistra has retired more than 15,100 MW of coal and natural gas power plants resulting in a 50% reduction in carbon dioxide (CO 2 ) emissions, a 66% reduction in nitrogen oxide (NO X ) emissions, and an 90% reduction in sulfur dioxide (SO 2 ) emissions through year-end 2024, compared to a 2010 baseline.
Since 2010, Vistra has retired more than 15,100 MW of coal and natural gas power plants resulting in a 46% reduction in CO 2 emissions, a 64% reduction in NO X emissions, and an 88% reduction in sulfur dioxide (SO 2 ) emissions through year-end 2025, compared to a 2010 baseline.
Our generation facilities in Connecticut, Maine, Massachusetts, New Jersey, New York and Virginia emitted approximately 11 million short tons of CO 2 during 2024. The spot market price of RGGI allowances required to operate these facilities as of December 31, 2024 was approximately $24.13 per allowance.
Our generation facilities in Connecticut, Delaware, Maine, Massachusetts, New Jersey, New York and Rhode Island emitted approximately 16 million short tons of CO 2 during 2025. The spot market price of RGGI allowances required to operate these facilities as of December 31, 2025 was approximately $25.86 per allowance.
These plans may result in the imposition of emission limits on our facilities. 13 Table of Contents SO 2 Designations for Texas In November 2016, the EPA finalized its nonattainment designations for counties surrounding our Martin Lake generation plant and our now retired Big Brown and Monticello plants. The final designations require Texas to develop nonattainment plans for these areas.
These plans may result in the imposition of emission limits on our facilities. 12 VISTRA CORP. SO 2 Designations for Texas In November 2016, the EPA finalized nonattainment designations for SO 2 for counties surrounding our Martin Lake generation plant and our now retired Big Brown and Monticello plants.
Each of our coal-fueled plants has at least one CCR surface impoundment. 14 Table of Contents CCR Rule Revisions and Extension Applications The EPA's CCR rule, which took effect in October 2015, establishes minimum federal requirements for the construction, retrofitting, operation and closure of, and corrective action with respect to, existing and new CCR landfills and surface impoundments, as well as inactive CCR surface impoundments.
CCR Rule Revisions and Extension Applications The EPA's CCR rule, which took effect in October 2015, establishes minimum federal requirements for the construction, retrofitting, operation and closure of, and corrective action with respect to, existing and new CCR landfills and surface impoundments, as well as inactive CCR surface impoundments.
Luminant stores its used nuclear fuel on-site in storage pools or dry cask storage facilities and believes its on-site used nuclear fuel storage capability is sufficient for the foreseeable future. Corporate Information Vistra is a Delaware corporation whose common stock is listed and traded on the NYSE. Our principal executive office is located at 6555 Sierra Drive, Irving, Texas 75039.
Luminant stores its used nuclear fuel on-site in storage pools or dry cask storage facilities and believes its on-site used nuclear fuel storage capability is sufficient for the foreseeable future. 15 VISTRA CORP. Corporate Information Vistra is a Delaware corporation whose common stock is listed and traded on the NYSE and the NYSE Texas.
The capacity market is comprised of Generic, Flexible, and Local Resource Adequacy (RA) Capacity, which is administered by the California Public Utilities Commission (CPUC). Unlike other centrally cleared capacity markets, the resource adequacy markets in California are primarily bilaterally traded markets. In 2020, the CPUC introduced a central procurement entity for Local RA Capacity effective for the 2023 compliance year.
The capacity market is comprised of Generic, Flexible, and Local Resource Adequacy (RA) Capacity, which is administered by the California Public Utilities Commission (CPUC). Unlike other centrally cleared capacity markets, the resource adequacy markets in California are primarily bilaterally traded markets.
The Order requires the EPA to review the GHG, CSAPR, Legacy CCR and ELG rules discussed below. Additionally, the Order states the U.S. Attorney General may request a stay of the litigation involving these rules while the EPA conducts its reviews. See Item 1A. Risk Factors and Note 15 to the Financial Statements for additional information.
The Order requires the EPA to review the GHG, CSAPR, Legacy CCR, and ELG rules discussed below. Additionally, the Order states the U.S. Attorney General may request a stay of the litigation involving these rules while the EPA conducts its reviews.
Because ERCOT has one of the highest concentrations of wind and solar capacity generation among U.S. markets, the ERCOT market is more susceptible to fluctuations in wholesale electricity supply due to intermittent wind and solar production, making ERCOT more vulnerable to periods of generation scarcity.
Because ERCOT has one of the highest concentrations of wind and solar capacity generation and battery energy storage among U.S. markets, the ERCOT market is more susceptible to fluctuations in wholesale electricity supply due to intermittent wind and solar production and state of charge limitation from battery energy storage.
We satisfy our fuel requirements at these facilities through a combination of spot market and near-term purchase contracts. Additionally, we have near-term natural gas transportation agreements and natural gas storage agreements in place to ensure fleet reliability. Our coal/lignite-fueled generation fleet is comprised of seven generation facilities totaling 8,428 MW of generation capacity.
Our natural gas-fueled generation fleet is comprised of 28 CCGT generation facilities totaling 22,167 MW and 12 peaking generation facilities totaling 4,822 MW. We satisfy our fuel requirements at these facilities through a combination of spot market and near-term purchase contracts. Additionally, we have near-term natural gas transportation agreements and natural gas storage agreements in place to ensure fleet reliability.
In September 2021, the TCEQ considered a proposal for its nonattainment SIP revision for the Martin Lake area and an agreed order to reduce SO 2 emissions from the plant. The proposed agreed order associated with the SIP proposal reduced emission limits as of January 2022. Emission reductions required are those necessary to demonstrate attainment with the NAAQS.
The final designations required Texas to develop nonattainment plans for these areas. In September 2021, the TCEQ considered a proposal for its nonattainment SIP revision for the Martin Lake area and an agreed order to reduce SO 2 emissions from the plant. The proposed agreed order associated with the SIP proposal reduced emission limits as of January 2022.
ISO-NE dispatches power plants to meet system energy and reliability needs and settles physical power deliveries at LMPs. Its energy markets allow market participants to buy and sell energy and ancillary services at prices established through real-time and day-ahead auctions. Energy prices vary among the locations in ISO-NE and are largely influenced by transmission constraints and fuel supply.
Its energy markets allow market participants to buy and sell energy and ancillary services at prices established through real-time and day-ahead auctions. Energy prices vary among the locations in ISO-NE and are largely influenced by transmission constraints, the cost of one of the ancillary services, and fuel supply.
We meet our fuel requirements at our coal-fueled generation facilities in PJM and MISO with coal purchased from multiple suppliers under contracts of various lengths and transported to the facilities by either railcar or barges. We meet our fuel requirements in ERCOT using lignite that we mine at our generation facilities and coal purchased and transported by railcar.
Our coal/lignite-fueled generation fleet is comprised of seven generation facilities totaling 8,743 MW of generation capacity. We meet our fuel requirements at our coal-fueled generation facilities in PJM and MISO with coal purchased from multiple suppliers under contracts of various lengths and transported to the facilities by either railcar or barges.
ISO-NE offers the Forward Capacity Market where capacity prices are determined through auctions currently run three years prior to the capacity delivery year. ISO-NE is working with stakeholders to transition to a prompt capacity market for the delivery year starting in June 2028.
ISO-NE offers the Forward Capacity Market where capacity prices are determined through auctions currently run three years prior to the capacity delivery year. In January 2026, ISO-NE submitted to FERC a proposal to transition to a prompt capacity market for the delivery year starting in June 2028. That filing is pending FERC action.
Vistra's carbon intensity for power generation improved from 0.56 short tons of CO 2 per MWh in 2023 to 0.48 short tons of CO 2 per MWh in 2024, a 15% year-over-year improvement driven by our Energy Harbor acquisition. To manage our environmental impact from our business activities and reduce our emissions profile, Vistra set emissions reduction targets.
Vistra's carbon intensity for power generation improved from 0.48 short tons of CO 2 per MWh in 2024 to 0.47 short tons of CO 2 per MWh in 2025. To manage our environmental impact from our business activities and reduce our emissions profile, Vistra set emissions reduction targets.
While the way we generate electricity may be changing, our essential role in providing reliable and affordable electricity is not. Human Capital Resources Vistra's approach to human capital management is guided by our core values.
While the way we generate electricity may be changing, our essential role in providing reliable and affordable electricity is not. 6 VISTRA CORP. Human Capital Resources Vistra's approach to human capital management, like every other decision we make and action we take, is guided by our core principles.
Our retail operations are engaged in retail sales of electricity, natural gas, and related services to approximately 5 million customers. Substantially all of our retail activities are conducted by TXU Energy, Ambit Energy, Dynegy Energy Services, Homefield Energy, and U.S. Gas & Electric across 16 U.S. states and the District of Columbia.
Substantially all of our retail activities are conducted by TXU Energy, Ambit Energy, Dynegy Energy Services, Homefield Energy, Energy Harbor, and U.S. Gas & Electric across 16 U.S. states and the District of Columbia. The largest portion of our retail operations are in Texas, where we provide retail electricity to approximately 2.6 million customers.
We own and operate six nuclear generation units at four different facilities: Unit ISO Net Capacity (MW) Refueling Outage Frequency License Expiration Date Comanche Peak Unit 1 ERCOT 1,200 18 Months 2050 Comanche Peak Unit 2 ERCOT 1,200 18 Months 2053 Beaver Valley Unit 1 PJM 939 18 Months 2036 Beaver Valley Unit 2 PJM 933 18 Months 2047 Perry PJM 1,268 24 Months 2026 (a) Davis-Besse PJM 908 24 Months 2037 Total 6,448 ___________ (a) In 2023, an application for a license renewal at our Perry nuclear plant was filed with the NRC to extend our license through 2046.
We own and operate six nuclear generation units at four different facilities: Unit ISO Net Capacity (MW) Refueling Outage Frequency License Expiration Date Comanche Peak Unit 1 ERCOT 1,200 18 Months 2050 Comanche Peak Unit 2 ERCOT 1,200 18 Months 2053 Beaver Valley Unit 1 PJM 939 18 Months 2036 Beaver Valley Unit 2 PJM 933 18 Months 2047 Perry PJM 1,268 24 Months 2046 Davis-Besse PJM 908 24 Months 2037 Total 6,448 Nuclear units are generally operated at full capacity.
We also believe we can satisfy the requirements necessary to obtain any required permits or renewals. 16 Table of Contents Effluent Limitation Guidelines (ELGs) — In November 2015, the EPA revised the ELGs for steam electricity generation facilities, which will impose more stringent standards (as individual permits are renewed) for wastewater streams, such as FGD, fly ash, bottom ash, and flue gas mercury control wastewaters.
Effluent Limitation Guidelines (ELGs) — In November 2015, the EPA revised the ELGs for steam electricity generation facilities, which will impose more stringent standards (as individual permits are renewed) for wastewater streams, such as FGD, fly ash, bottom ash, and flue gas mercury control wastewaters.
Training and Development We believe the development of employees at all levels is critical to Vistra's current and future success. We have launched key programs to develop leaders at all levels of the organization.
Training and Development We believe the development of employees at all levels is critical to Vistra's current and future success. We have launched key programs to develop leaders at all levels of the organization. We offer a variety of courses and programs targeted from front-line supervisors to senior leaders at Vistra.
Given our previously announced coal unit retirement commitments, our Martin Lake and Oak Grove plants are the only coal units that are subject to this rule. Our Graham, Lake Hubbard, Stryker Creek and Trinidad oil/natural gas facilities are also regulated under this rule. None of our existing large or small combustion turbines are subject to this rule.
Units permanently retiring by January 1, 2032 are exempt from the rule. Given our previously announced coal unit retirement commitments, our Martin Lake and Oak Grove plants are the only coal units that are subject to this rule. Our Graham, Lake Hubbard, Stryker Creek and Trinidad oil/natural gas facilities are also regulated under this rule.
Due to the short-term nature of the NYISO-operated capacity auctions and a relatively liquid bilateral market for NYISO capacity products, our Independence facility sells a significant portion of its capacity through bilateral transactions.
Due to the short-term nature of the NYISO-operated capacity auctions and a relatively liquid bilateral market for NYISO capacity products, we sell a significant portion of our NYISO capacity through bilateral transactions. The balance is cleared through the seasonal and monthly capacity auctions.
We have announced our plans to develop additional solar generation facilities in Texas, with expected commercial operation dates beginning in 2025, and additional solar generation facilities at retired or to-be retired plant sites in Illinois with expected commercial operation dates beginning in 2026.
We have announced our plans to develop additional solar generation facilities in California and at retired or to-be retired plant sites in Illinois with expected commercial operation dates beginning in 2026. We will only invest in growth projects if we are confident in the expected returns.
The day-ahead market provides market participants with visibility into where prices are expected to clear, and the prices are not impacted by subsequent events. Conversely, the real-time market exposes purchasers to the risk of transient operational events and price spikes. These two markets allow market participants to manage their risk profile by adjusting their participation in each market.
Conversely, the real-time market exposes purchasers to the risk of transient operational events and price spikes. These two markets allow market participants to manage their risk profile by adjusting their participation in each market.
In addition, ERCOT uses ancillary services to maintain system reliability, including regulation service, responsive reserve service, and non-spinning reserve service. Ancillary services are provided by generators and qualified loads to help maintain the stable voltage and frequency requirements of the transmission system.
ERCOT uses ancillary services to maintain system reliability, including regulation service, responsive reserve service, ERCOT contingency reserve service, and non-spinning reserve service. These ancillary services are provided by generators, energy storage, and qualified loads to help maintain the stable voltage and frequency requirements of the transmission system and to create operating reserves to manage load and intermittent resource output uncertainty.
Coal Combustion Residuals (CCR)/Groundwater The combustion of coal to generate electric power creates large quantities of ash and byproducts that are managed at power generation facilities in dry form in landfills and in wet form in surface impoundments.
States will be required to develop SIPs to address emissions in areas with a higher (more stringent) classification. Coal Combustion Residuals (CCR)/Groundwater The combustion of coal to generate electric power creates large quantities of ash and byproducts that are managed at power generation facilities in dry form in landfills and in wet form in surface impoundments.
A number of parties have since challenged the rule and that case is pending in the U.S. Court of Appeals for the Eighth Circuit. We are not a party to that litigation.
The final rule also leaves in place the subcategory for facilities that permanently cease coal combustion by 2028. A number of parties have since challenged the rule and that case is pending in the U.S. Court of Appeals for the Eighth Circuit. We are not a party to that litigation. In February 2025, the U.S.
They dispatch generation facilities, ensuring efficient and reliable transmission system operation. ISOs/RTOs administer short-term energy and ancillary service markets, typically day-ahead and real-time, and some also manage long-term planning reserves through various capacity markets. They impose bid and price limits in wholesale power markets.
Independent System Operators (ISOs) and Regional Transmission Organizations (RTOs) — ISOs and RTOs manage the transmission infrastructure and markets across regions, separate from our operations. They dispatch generation facilities, ensuring efficient and reliable transmission system operation. ISOs/RTOs administer short-term energy and ancillary service markets, typically day-ahead and real-time, and some also manage long-term planning reserves through various capacity markets.
Fitness centers in multiple facilities offer cardio equipment, a selection of free weights and exercise mats. Our employee-led wellness team engages our people to get active and support causes that promote healthy living.
Fitness centers in multiple facilities offer cardio equipment, a selection of free weights and exercise mats. Our employee-led wellness team engages our people to get active and support causes that promote healthy living. With support from the Company, the wellness team covers the registration costs for employees to participate in running and cycling events throughout the year. 8 VISTRA CORP.
Vistra is exploring multiple options to meet these targets, but we must balance these efforts with the need to prioritize reliability and affordability for our customers. The evolution of our generation portfolio is focused on ensuring reliability and affordability in the markets we serve with an emphasis on resilient dispatchable assets complemented by zero-carbon assets.
The evolution of our generation portfolio is focused on ensuring reliability and affordability in the markets we serve with an emphasis on resilient dispatchable assets complemented by zero-carbon assets.
We believe integrating retail with power generation stands as a fundamental competitive advantage that mitigates the impact of commodity price fluctuations and enhances the stability and predictability of our cash flows. Disciplined capital allocation.
We believe integrating retail with power generation stands as a fundamental competitive advantage that mitigates the impact of commodity price fluctuations and enhances the stability and predictability of our cash flows. Further, execution of large load offtake opportunities, including under long-term power purchase or offtake agreements, underwrite higher base profitability in the future. Disciplined capital allocation.
We submitted comments to the EPA on this proposal in August 2023. National Ambient Air Quality Standards (NAAQS) The CAA requires the EPA to regulate emissions of pollutants considered harmful to public health and the environment. The EPA has established NAAQS for six such pollutants, including SO 2 and ozone.
National Ambient Air Quality Standards (NAAQS) The CAA requires the EPA to regulate emissions of pollutants considered harmful to public health and the environment. The EPA has established NAAQS for six such pollutants, including SO 2 and ozone. Each state is responsible for developing a SIP that will attain and maintain the NAAQS.
As a result, the GNP FIP is now stayed for all covered states until the courts resolve the legality of the FIP. In February 2025, the D.C.
As a result, the GNP FIP is now stayed for all covered states until the courts resolve the legality of the FIP. In April 2025, the D.C. Circuit Court granted an abeyance of the case challenging the GNP FIP addressing interstate transport for all covered states while the EPA reviews the GNP FIP.
Circuit Court denied a motion filed by the Department of Justice on behalf of the EPA, seeking to hold the litigation in abeyance for a period of 60 days while the new leadership at the EPA evaluates the rule and determines how it wishes to proceed. 12 Table of Contents Regional Haze — Reasonable Progress and Best Available Retrofit Technology (BART) for Texas The Regional Haze Program of the CAA establishes "as a national goal the prevention of any future, and the remedying of any existing, impairment of visibility in mandatory class I federal areas which impairment results from man-made pollution." There are two components to the Regional Haze Program.
Regional Haze — Reasonable Progress and Best Available Retrofit Technology (BART) for Texas The Regional Haze Program of the CAA establishes "as a national goal the prevention of any future, and the remedying of any existing, impairment of visibility in mandatory class I federal areas which impairment results from man-made pollution". There are two components to the Regional Haze Program.
We are committed to maintaining an equitable compensation structure, including performing annual salary reviews by employee category level within significant locations of operations. Eligible full- and part-time employees are provided access to medical, prescription drug, dental, vision, life insurance, accidental death and dismemberment, long-term disability coverage, accident coverage, critical illness coverage and hospital indemnity coverage.
Eligible full- and part-time employees are provided access to medical, prescription drug, dental, vision, life insurance, accidental death and dismemberment, long-term disability coverage, accident coverage, critical illness coverage and hospital indemnity coverage.
In April 2022, prior to the EPA's disapproval of Texas' SIP, the EPA proposed a Federal Implementation Plan (FIP) to address the 2015 ozone NAAQS.
In April 2022, prior to the EPA's disapproval of Texas' SIP, the EPA proposed a Federal Implementation Plan (FIP) to address the 2015 ozone NAAQS. In March 2023, the EPA administrator signed its final FIP, called the Good Neighbor Plan (GNP). The FIP applied to 22 states beginning with the 2023 ozone seasons.
The telephone number for our principal executive office is (214) 812-4600. We maintain a website located at www.vistracorp.com . Available Information We file our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to those reports with the SEC.
Available Information We file our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to those reports with the SEC.
In centrally dispatched market structures (e.g., ERCOT, PJM, ISO-NE, NYISO, MISO, CAISO), all generators receive the same price for energy based on the bid price of the last MWh needed to balance supply and demand. Prices vary within different zones due to transmission losses and congestion.
An independent market monitor continually monitors ISO and RTO markets to ensure a robust, competitive market and to identify improper behavior by any entity. In centrally dispatched market structures (e.g., ERCOT, PJM, ISO-NE, NYISO, MISO, CAISO), all generators receive the same price for energy based on the bid price of the last MWh needed to balance supply and demand.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeThe following factors could result in harm to our business, financial condition, results of operations, cash flows, and prospects, among other impacts: Market, Financial, and Economic Risks • Our revenues, results of operations, and operating cash flows are affected by price fluctuations in the wholesale power market and other market factors beyond our control. • We purchase natural gas, coal, fuel oil, and nuclear fuel for our generation facilities, and higher than expected fuel costs or disruptions in these fuel markets may have an adverse impact on, our costs, revenues, results of operations, financial condition, and cash flows. • We have retired, announced planned retirements of, and may be forced to retire or idle additional underperforming generation units which could result in significant costs and have an adverse effect on our operating results. • Our assets or positions cannot be fully hedged against changes in commodity prices and Market Heat Rates, and hedging transactions may not work as planned or hedge counterparties may default on their obligations. • Competition, changes in market structure, and/or state or federal interference in the wholesale and retail power markets, together with subsidized generation, may have a material adverse effect on our financial condition, results of operations, and cash flows. • Our results of operations and financial condition could be materially and adversely affected by energy market participants continuing to construct new generation facilities or expanding or enhancing existing generation facilities despite relatively low power prices and such additional generation capacity results in a reduction in wholesale power prices. • Our liquidity needs could be difficult to satisfy, particularly during times of uncertainty in the financial markets or during times of significant fluctuation in commodity prices, and we may be unable to access capital on favorable terms or at all in the future, which could have a material adverse effect on us. • The agreements and instruments governing our debt, including the Vistra Operations Credit Facilities and indentures, contain restrictions and limitations that could affect our ability to operate our business, our liquidity, and our results of operations, and any failure to comply with these restrictions could have a material adverse effect on us. • We may not be able to complete future acquisitions on favorable terms or at all, successfully integrate future acquisitions into our business, or effectively identify and invest in value-creating businesses, assets or projects, which could result in unanticipated expenses and losses or otherwise hinder or delay our growth strategy. • Our ability to achieve the expected growth of our Vistra Zero portfolio, consisting of our solar generation, battery ESS, and other renewables development projects, is subject to substantial capital requirements and other significant uncertainties. • Tax legislation initiatives or challenges to our tax positions, or potential future legislation or the imposition of new or increased taxes or fees, could have a material adverse effect on our financial condition, results of operations, and cash flows. • If electricity demand does not grow at the rate expected, or if we are unable to execute on large load offtake opportunities, our financial performance, growth opportunities, and stock price could be adversely impacted.
Biggest changeThe following factors could result in harm to our business, financial condition, results of operations, cash flows, and prospects, among other impacts: Market, Financial, and Economic Risks • Our revenues, results of operations, and operating cash flows are affected by price fluctuations in the wholesale power market and other market factors beyond our control. • We purchase natural gas, coal, fuel oil, and nuclear fuel for our generation facilities, and higher than expected fuel costs or disruptions in these fuel markets may have an adverse impact on, our costs, revenues, results of operations, financial condition, and cash flows. • We have retired, announced planned retirements of, and may be forced to retire or idle additional underperforming generation units which could result in significant costs and have an adverse effect on our operating results. • Our assets or positions cannot be fully hedged against changes in commodity prices and Market Heat Rates, and hedging transactions may not work as planned or hedge counterparties may default on their obligations. • If electricity demand does not grow at the rate expected, or if we are unable to execute on large load offtake opportunities, including under long-term power purchase or offtake agreements that we have entered into, our financial performance, growth opportunities, and stock price could be adversely impacted. • Competition, changes in market structure, and/or state or federal interference in the wholesale and retail power markets, together with subsidized generation, may have a material adverse effect on our financial condition, results of operations, and cash flows. • Our results of operations and financial condition could be materially and adversely affected by energy market participants continuing to construct new generation facilities or expanding or enhancing existing generation facilities despite relatively low power prices and such additional generation capacity results in a reduction in wholesale power prices. • Our liquidity needs could be difficult to satisfy, particularly during times of uncertainty in the financial markets or during times of significant fluctuation in commodity prices, and we may be unable to access capital on favorable terms or at all in the future, which could have a material adverse effect on us. • The agreements and instruments governing our debt, including the Vistra Operations Credit Facilities and indentures, contain restrictions and limitations that could affect our ability to operate our business, our liquidity, and our results of operations, and any failure to comply with these restrictions could have a material adverse effect on us. • We may not be able to consummate the Cogentrix Transactions on the anticipated terms, on the anticipated timeline, or at all, which could adversely affect our business, financial condition, results of operation and stock price. • Following completion of the Cogentrix Transactions, we may not realize the anticipated synergies and other expected benefits of the Cogentrix Transactions on the anticipated timeline or at all. • We may not be able to complete future acquisitions on favorable terms or at all, successfully integrate future acquisitions into our business, or effectively identify and invest in value-creating businesses, assets or projects, which could result in unanticipated expenses and losses or otherwise hinder or delay our growth strategy. • Our ability to achieve the expected growth of our Vistra Zero portfolio, consisting of our solar generation, battery ESS, and other renewables development projects, is subject to substantial capital requirements and other significant uncertainties. • Tax legislation initiatives or challenges to our tax positions, or potential future legislation or the imposition of new or increased taxes or fees, could have a material adverse effect on our financial condition, results of operations, and cash flows. 17 VISTRA CORP.
Under this share repurchase program or any other future share repurchase programs, we may make share repurchases through a variety of methods, including open share market purchases or privately negotiated transactions. The timing and amount of repurchases, if any, will depend on factors such as the stock price, economic and market conditions, and corporate and regulatory requirements.
Under this share repurchase program or any other future share repurchase programs, we may make share repurchases through a variety of methods, including open market share purchases or privately negotiated transactions. The timing and amount of repurchases, if any, will depend on factors such as the stock price, economic and market conditions, and corporate and regulatory requirements.
There are also increasing financial risks for companies that own and operate fossil fuel generation as institutional lenders or other sources of capital have become more attentive to sustainable financing practices and some of them may seek commitments on emission reduction targets or expected use or proceeds when providing funding to, or decline to provide funding for companies who produce or utilize fossil fuel energy or that have higher levels of GHG emissions.
There are also financial risks for companies that own and operate fossil fuel generation as some institutional lenders or other sources of capital have become more attentive to sustainable financing practices and some of them may seek commitments on emission reduction targets or expected use or proceeds when providing funding to, or decline to provide funding for companies who produce or utilize fossil fuel energy or that have higher levels of GHG emissions.
Our access to capital and the cost and other terms of acquiring capital are dependent upon, and could be adversely impacted by, various factors, including: • general economic and capital markets conditions, including changes in financial markets that reduce available liquidity or the ability to obtain or renew credit facilities on favorable terms or at all; • conditions and economic weakness in the U.S. power markets; • regulatory developments; • changes in interest rates; • a deterioration, or perceived deterioration, of our creditworthiness, enterprise value or financial or operating results; • a downgrade of Vistra's or its applicable subsidiaries' credit ratings, or credit ratings of its issuances; • our level of indebtedness and compliance with covenants in our debt agreements; • our ability to meet our sustainability targets in our secured credit facilities; • a deterioration of the creditworthiness or bankruptcy of one or more lenders or counterparties under our credit facilities that affects the ability of such lender(s) to make loans to us; • credit, security, or collateral requirements, including those relating to volatility in commodity prices; • general credit availability from banks or other lenders for us and our industry peers; • investor and lender confidence in and sentiment of the industry, our business, and the wholesale electricity markets in which we operate; 25 Table of Contents • a material breakdown in or oversight in effectuating our risk management procedures; • the occurrence of changes in our businesses; • disruptions, constraints, or inefficiencies in the continued reliable operation of our generation facilities and battery ESS; and • changes in or the operation of provisions of tax and regulatory laws.
Our access to capital and the cost and other terms of acquiring capital are dependent upon, and could be adversely impacted by, various factors, including: • general economic and capital markets conditions, including changes in financial markets that reduce available liquidity or the ability to obtain or renew credit facilities on favorable terms or at all; • conditions and economic weakness in the U.S. power markets; • regulatory developments; • changes in interest rates; • a deterioration, or perceived deterioration, of our creditworthiness, enterprise value or financial or operating results; • a downgrade of Vistra's or its applicable subsidiaries' credit ratings, or credit ratings of its issuances; • our level of indebtedness and compliance with covenants in our debt agreements; • our ability to meet our sustainability targets in our secured credit facilities; • a deterioration of the creditworthiness or bankruptcy of one or more lenders or counterparties under our credit facilities that affects the ability of such lender(s) to make loans to us; • credit, security, or collateral requirements, including those relating to volatility in commodity prices; • general credit availability from banks or other lenders for us and our industry peers; • investor and lender confidence in and sentiment of the industry, our business, and the wholesale electricity markets in which we operate; • a material breakdown in or oversight in effectuating our risk management procedures; • the occurrence of changes in our businesses; • disruptions, constraints, or inefficiencies in the continued reliable operation of our generation facilities and battery ESS; and • changes in or the operation of provisions of tax and regulatory laws.
Further, the recent proliferation of renewable projects has resulted in a large volume of interconnection requests submitted to grid operators, including the markets in which we operate, resulting in significant delays to the approval process and estimated completion dates for our projects and others.
Further, the proliferation of renewable projects has resulted in a large volume of interconnection requests submitted to grid operators, including the markets in which we operate, resulting in significant delays to the approval process and estimated completion dates for our projects and others.
Regulatory and Legislative Risks • Our businesses are subject to ongoing complex governmental regulations and legislation that have adversely impacted, and may in the future adversely impact, our businesses, results of operations, liquidity and financial condition. 18 Table of Contents • Our cost of compliance with existing and new environmental laws could have a material adverse effect on us. • Pending or proposed laws or regulations, or the repeal of existing beneficial laws or regulations, including those proposed or implemented under the Trump administration, could have a material adverse effect on our businesses, results of operations, liquidity and financial condition. • Changes to laws, rules or regulations related to market structures in the markets in which we participate may have a material adverse effect on our businesses, results of operation, liquidity and financial condition. • We could be materially and adversely affected if current regulations are implemented or if new federal or state legislation or regulations are adopted to address global climate change, or if we are subject to lawsuits for alleged damage to persons or property resulting from greenhouse gas emissions. • Litigation, legal proceedings, regulatory investigations or other administrative proceedings could expose us to significant liabilities and reputational damage that could have a material adverse effect on us.
Regulatory and Legislative Risks • Our businesses are subject to ongoing complex governmental regulations and legislation that have adversely impacted, and may in the future adversely impact, our businesses, results of operations, liquidity and financial condition. • Our cost of compliance with existing and new environmental laws could have a material adverse effect on us. • Pending or proposed laws or regulations, or the repeal of existing beneficial laws or regulations, including those proposed or implemented under the Trump administration, could have a material adverse effect on our businesses, results of operations, liquidity and financial condition. • Changes to laws, rules or regulations related to market structures in the markets in which we participate may have a material adverse effect on our businesses, results of operation, liquidity and financial condition. • We could be materially and adversely affected if current regulations are implemented or if new federal or state legislation or regulations are adopted to address global climate change, or if we are subject to lawsuits for alleged damage to persons or property resulting from greenhouse gas emissions. • Litigation, legal proceedings, regulatory investigations or other administrative proceedings could expose us to significant liabilities and reputational damage that could have a material adverse effect on us.
As a result, we may not be able to access capital on terms (financial or otherwise) as favorable as companies that maintain investment-grade credit ratings or we may be unable to access capital at all at times when the credit markets tighten.
As a result, we may not be able to access capital on terms (financial or otherwise) as favorable as companies that maintain full investment-grade credit ratings or we may be unable to access capital at all at times when the credit markets tighten.
Finally, the regulatory environment has undergone significant changes in the last several years due to state and federal policies affecting wholesale and retail competition and the creation of incentives for the addition of large amounts of new renewable generation.
Finally, the regulatory environment has undergone significant changes in the last several years due to state and federal policies affecting wholesale and retail competition and the creation of incentives for the addition of large amounts of new generation.
Volatility in market prices for fuel and power results from, among other factors: • demand for energy commodities and general economic conditions, including impacts of inflation and the relative strength or weakness of U.S. dollar compared to other currencies; • volatility in commodity prices and the supply of commodities, including but not limited to natural gas, coal and fuel oil; • volatility in Market Heat Rates; • volatility in coal and rail transportation prices; • volatility in nuclear fuel and related enrichment and conversion services; • transmission or transportation disruptions, constraints, congestion, inoperability or inefficiencies of electricity, natural gas or coal transmission or transportation, or other changes in power transmission infrastructure; • severe, sustained or unexpected weather conditions, including extreme cold, drought and limitations on access to water; • seasonality; • changes in electricity and fuel usage resulting from conservation efforts, changes in technology or other factors; • illiquidity in the wholesale power or other commodity markets; • importation of liquified natural gas to certain markets; • development and availability of new fuels, new technologies and new forms of competition for the production and storage of power, including competitively priced alternative energy sources or storage; 21 Table of Contents • changes in market structure and liquidity; • changes in the way we operate our facilities, including curtailed operation due to market pricing, environmental regulations and legislation, safety or other factors; • changes in generation capacity or efficiency; • outages or otherwise reduced output from our generation facilities or those of our competitors; • changes in electric capacity, including the addition of new supplies of power as a result of the development of new plants, expansion of existing plants, the continued operation of uneconomic power plants due to federal, state or local subsidies, or additional transmission capacity; • local, regional, national, or global supply chain constraints or shortages; • our creditworthiness and liquidity and the willingness of fuel suppliers and transporters to do business with us; • changes in the credit risk, payment practices, or financial condition of market participants; • changes in production and storage levels of natural gas, lignite, coal, uranium, diesel and other refined products; • pandemics and epidemics (including the impacts thereto, or recovery therefrom), natural disasters, wars, sabotage, terrorist acts, embargoes and other catastrophic events; and • changes in law, including judicial decisions, federal, state and local energy, environmental and other regulation and legislation.
Volatility in market prices for fuel and power results from, among other factors: • demand for energy commodities and general economic conditions, including impacts of inflation and the relative strength or weakness of U.S. dollar compared to other currencies; • volatility in commodity prices and the supply of commodities, including but not limited to natural gas, coal and fuel oil; • volatility in Market Heat Rates; • volatility in coal and rail transportation prices; • volatility in nuclear fuel and related enrichment and conversion services; • transmission or transportation disruptions, constraints, congestion, inoperability or inefficiencies of electricity, natural gas or coal transmission or transportation, or other changes in power transmission infrastructure; • severe, sustained or unexpected weather conditions, including extreme cold, drought and limitations on access to water; • seasonality; • changes in electricity and fuel usage resulting from conservation efforts, changes in technology or other factors; • illiquidity in the wholesale power or other commodity markets; • importation of liquified natural gas to certain markets; • development and availability of new fuels, new technologies and new forms of competition for the production and storage of power, including competitively priced alternative energy sources or storage; 20 VISTRA CORP. • changes in market structure and liquidity; • changes in the way we operate our facilities, including curtailed operation due to market pricing, environmental regulations and legislation, safety or other factors; • changes in generation capacity or efficiency; • outages or otherwise reduced output from our generation facilities or those of our competitors; • changes in electric capacity, including the addition of new supplies of power as a result of the development of new plants, expansion of existing plants, the continued operation of uneconomic power plants due to federal, state or local subsidies, or additional transmission capacity; • local, regional, national, or global supply chain constraints or shortages; • our creditworthiness and liquidity and the willingness of fuel suppliers and transporters to do business with us; • changes in the credit risk, payment practices, or financial condition of market participants; • changes in production and storage levels of natural gas, lignite, coal, uranium, diesel and other refined products; • pandemics and epidemics (including the impacts thereto, or recovery therefrom), natural disasters, wars, sabotage, terrorist acts, embargoes and other catastrophic events; and • changes in law, including judicial decisions, federal, state and local energy, environmental and other regulation and legislation.
In addition, unless we have received the affirmative vote or consent of the holders of at least two-thirds of the outstanding Series A Preferred Stock, the holders of at least two-thirds of the outstanding Series B Preferred Stock and the holders of at least two-thirds of the outstanding Series C Preferred Stock, voting as a class together with the holders of any parity securities upon which like voting rights have been conferred and are exercisable, we may not: (i) create or issue any senior securities, (ii) create or issue any parity securities (including any additional Preferred Stock) if the cumulative dividends payable on the outstanding Preferred Stock (or parity securities, if applicable) are in arrears; (iii) create or issue any additional Preferred Stock or any parity securities with an aggregate liquidation preference, together with the issued and outstanding Preferred Stock and any parity securities that are then outstanding, of greater than $2.5 billion, and (iv) engage in any Transaction that results in a Covered Disposition (as such terms are defined in the Certificates of Designation).
In addition, unless we have received the affirmative vote or consent of the holders of at least two-thirds of the outstanding Series A Preferred Stock, the holders of at least two-thirds of the outstanding Series B Preferred Stock and the holders of at least two-thirds of the outstanding Series C Preferred Stock, voting as a class together with the holders of any parity securities upon which like voting rights have been conferred and are exercisable, we may not: (i) create or issue any senior securities, (ii) create or issue any parity securities (including any additional Preferred Stock) if the cumulative dividends payable on the outstanding Preferred Stock (or parity securities, if applicable) are in arrears; (iii) create or issue any additional Preferred Stock or any parity securities with an aggregate liquidation preference, together with the issued and outstanding Preferred Stock and any parity securities that are then outstanding, of greater than $2.5 billion, and (iv) engage in any Transaction that results in a Covered Disposition (as such terms are defined in the Certificates of Designation). 44 VISTRA CORP.
The breach of any covenants or obligations in certain agreements and instruments governing our debt, including the Vistra Operations Credit Facilities and indentures, not otherwise waived or amended, could result in a default under the applicable debt obligations and could trigger acceleration of those obligations, which in turn could trigger cross defaults under other agreements governing our debt, and any such acceleration of outstanding borrowings could have a material adverse effect on us.
The breach of any covenants or obligations in certain agreements and instruments governing our debt, including the Vistra Operations Credit Facilities and indentures, not otherwise waived or amended, could result in a default under the applicable debt obligations and could trigger acceleration of those obligations, which in turn could trigger cross defaults under other agreements governing our debt, and any such acceleration of outstanding borrowings could have a material adverse effect on us. 26 VISTRA CORP.
In the event that the Company does not exercise its option to redeem all the shares of Preferred Stock within 120 days after the first date on which a Change of Control Trigger Event (as defined in the Certificate of Designation) occurs, the then-applicable dividend rate for the Preferred Stock will be increased by 5.00%.
In the event that the Company does not exercise its option to redeem all the shares of Preferred Stock within 120 days after the first date on which a Change of Control Trigger Event (as defined in the Certificate of Designation) occurs, the then-applicable dividend rate for the Preferred Stock will be increased by 5.00%. Item 1B.
If the Company is unable to identify and consummate future acquisitions, it may impede the Company's ability to execute its growth strategy. Our ability to achieve the expected growth of our Vistra Zero portfolio, consisting of our solar generation, battery ESS, and other renewables development projects, is subject to substantial capital requirements and other significant uncertainties.
If the Company is unable to identify and consummate future acquisitions, it may impede the Company's ability to execute its growth strategy. 28 VISTRA CORP. Our ability to achieve the expected growth of our Vistra Zero portfolio, consisting of our solar generation, battery ESS, and other renewables development projects, is subject to substantial capital requirements and other significant uncertainties.
Although we are the primary provider of our retail businesses' wholesale electricity supply requirements, our retail businesses purchase a portion of their supply requirements from third parties. As a result, the financial performance of our retail business depends on their ability to obtain adequate supplies of electric generation from third parties at prices below the prices they charge their customers.
We are the primary provider of our retail businesses' wholesale electricity supply requirements, but our retail businesses purchase a portion of their supply requirements from third parties. As a result, the financial performance of our retail business depends on their ability to obtain adequate supplies of electric generation from third parties at prices below the prices they charge their customers.
Although we take precautions to protect our infrastructure, we have been, and will likely continue to be, subject to attempts at phishing and other cybersecurity intrusions. International conflict increases the risk of state-sponsored cyber threats and escalated use of cybercriminal and cyber-espionage activities.
We take precautions to protect our infrastructure, but we have been, and will likely continue to be, subject to attempts at phishing and other cybersecurity intrusions. International conflict increases the risk of state-sponsored cyber threats and escalated use of cybercriminal and cyber-espionage activities.
As we adopt new technologies, like artificial intelligence (AI), there is a risk that the content, analyses, recommendations, or judgments that AI applications assist in producing are alleged to be deficient, inaccurate, biased, or infringe on other's rights or property interests.
As we adopt new technologies, like AI, there is a risk that the content, analyses, recommendations, or judgments that AI applications assist in producing are alleged to be deficient, inaccurate, biased, or infringe on other's rights or property interests.
Future transactions by Vistra or any of its subsidiaries, including the issuance of additional debt, could result in a temporary or permanent downgrade in our credit ratings. Our indebtedness could adversely affect our ability in the future to raise additional capital to fund our operations.
Future transactions by Vistra or any of its subsidiaries, including the issuance of additional debt, could result in a temporary or permanent downgrade in our credit ratings. 25 VISTRA CORP. Our indebtedness could adversely affect our ability in the future to raise additional capital to fund our operations.
Any such stoppage, disruption, curtailment, modification or additional costs could have a material adverse effect on us. 32 Table of Contents In addition, we may be responsible for any on-site liabilities associated with the environmental condition of facilities that we have acquired, leased, developed or sold, regardless of when the liabilities arose and whether they are now known or unknown.
Any such stoppage, disruption, curtailment, modification or additional costs could have a material adverse effect on us. In addition, we may be responsible for any on-site liabilities associated with the environmental condition of facilities that we have acquired, leased, developed or sold, regardless of when the liabilities arose and whether they are now known or unknown.
In addition, due to our non-investment grade credit ratings, counterparties request collateral support (including cash or letters of credit) in order to enter into certain transactions with us. A downgrade in long-term debt ratings generally causes borrowing costs to increase and the potential pool of investors to shrink and could trigger liquidity demands pursuant to contractual arrangements.
In addition, due to our credit ratings, counterparties request collateral support (including cash or letters of credit) in order to enter into certain transactions with us. A downgrade in long-term debt ratings generally causes borrowing costs to increase and the potential pool of investors to shrink and could trigger liquidity demands pursuant to contractual arrangements.
Our results of operations may be negatively affected by sustained downturns or sluggishness in the economy, including lower prices for power, generation capacity and natural gas, which can fluctuate substantially.
Our results of operations may be negatively affected by sustained downturns or sluggishness in the economy, including lower prices for power and natural gas, which can fluctuate substantially, and lower generation output.
In addition, the Order stated that the U.S. Attorney General may request stays of litigation involving any identified rules or actions from the review. We expect the Trump Administration to review the recent actions of the Biden Administration, but the outcome of those actions is uncertain. We may not be able to obtain or maintain all required environmental regulatory approvals.
In addition, the Order stated that the U.S. Attorney General may request stays of litigation involving any identified rules or actions from the review. The Trump Administration is reviewing the actions of the Biden Administration, but the outcome of those actions is uncertain. We may not be able to obtain or maintain all required environmental regulatory approvals.
We may not be successful in managing these or any other significant risks that we may encounter in divesting any asset, which could adversely affect our results of operations and financial condition. If our goodwill, intangible assets, or long-lived assets become impaired, we may be required to record a significant charge to earnings.
We may not be successful in managing these or any other significant risks that we may encounter in divesting any asset, which could adversely affect our results of operations and financial condition. 29 VISTRA CORP. If our goodwill, intangible assets, or long-lived assets become impaired, we may be required to record a significant charge to earnings.
In connection with certain acquisitions and sales of assets, we may obtain, or be required to provide, indemnification against certain environmental liabilities. Another party could, depending on the circumstances, assert an environmental claim against us or fail to meet its indemnification obligations to us, which could have a material adverse effect on us.
In connection with certain acquisitions and sales of assets, we may obtain, or be required to provide, indemnification against certain environmental liabilities. Another party could, depending on the circumstances, assert an environmental claim against us or fail to meet its indemnification obligations to us, which could have a material adverse effect on us. 33 VISTRA CORP.
Our debt could have negative consequences for our financial condition including: • increasing our vulnerability to general economic and industry conditions; • requiring a significant portion of our cash flows from operations to be dedicated to the payment of principal and interest on our indebtedness, therefore reducing our ability to pay dividends to holders of our common stock or to fund our operations, capital expenditures and future business opportunities; • limiting our ability to enter into long-term power sales or fuel purchases which require credit support; • limiting our ability to fund operations or future acquisitions; • limiting our ability to repurchase shares under the share repurchase program; • restricting our ability to make distributions or pay dividends with respect to our common and preferred stock and the ability of our subsidiaries to make distributions to us, in light of restricted payment and other financial covenants in our credit facilities and other financing agreements; • inhibiting the growth of our stock price; • exposing us to the risk of increased interest rates because certain of our borrowings, including borrowings under the Vistra Operations Credit Facilities, are at variable rates of interest, only a portion of which are hedged; • limiting our ability to obtain additional financing for working capital including collateral postings, capital expenditures, debt service requirements, acquisitions and general corporate or other purposes; and • limiting our ability to adjust to changing market conditions and placing us at a competitive disadvantage compared to our competitors who may have less debt. 26 Table of Contents We may not be successful in obtaining additional capital for these or other reasons.
Our debt could have negative consequences for our financial condition including: • increasing our vulnerability to general economic and industry conditions; • requiring a significant portion of our cash flows from operations to be dedicated to the payment of principal and interest on our indebtedness, therefore reducing our ability to pay dividends to holders of our common stock or to fund our operations, capital expenditures and future business opportunities; • limiting our ability to enter into long-term power sales or fuel purchases which require credit support; • limiting our ability to fund operations or future acquisitions; • limiting our ability to repurchase shares under the share repurchase program; • restricting our ability to make distributions or pay dividends with respect to our common and preferred stock and the ability of our subsidiaries to make distributions to us, in light of restricted payment and other financial covenants in our credit facilities and other financing agreements; • inhibiting the growth of our stock price; • exposing us to the risk of increased interest rates because certain of our borrowings, including borrowings under the Vistra Operations Credit Facilities, are at variable rates of interest, only a portion of which are hedged; • limiting our ability to obtain additional financing for working capital including collateral postings, capital expenditures, debt service requirements, acquisitions and general corporate or other purposes; and • limiting our ability to adjust to changing market conditions and placing us at a competitive disadvantage compared to our competitors who may have less debt.
The passage of any legislation as a result of these proposals and other similar changes in U.S. federal income tax laws or the imposition of new or increased taxes or fees could have a material adverse effect on our financial condition, results of operations and cash flows.
The passage of any legislation as a result of these proposals and other similar changes in U.S. federal income tax laws or the imposition of new or increased taxes or fees could have a material adverse effect on our financial condition, results of operations and cash flows. 30 VISTRA CORP.
Although we attempt to comply with changing legislative and regulatory requirements, there is a risk that we will fail to adapt to any such changes successfully or on a timely basis.
We attempt to comply with changing legislative and regulatory requirements, but there is a risk that we will fail to adapt to any such changes successfully or on a timely basis.
Additionally, these competitors may be able to respond more quickly to new laws and regulations because of the newer technology utilized in their facilities or the additional resources derived from owning more efficient facilities. Other factors may contribute to increased competition in wholesale power markets.
Additionally, these competitors may be able to respond more quickly to new laws and regulations because of the newer technology utilized in their facilities or the additional resources derived from owning more efficient facilities. 23 VISTRA CORP. Other factors may contribute to increased competition in wholesale power markets.
The inability to raise capital or to access credit facilities, particularly on favorable terms, could adversely impact our liquidity and our ability to meet our obligations or sustain and grow our businesses and could increase capital costs and collateral requirements, any of which could have a material adverse effect on us.
The inability to raise capital or to access credit facilities, particularly on favorable terms, could adversely impact our liquidity and our ability to meet our obligations or sustain and grow our businesses and could increase capital costs and collateral requirements, any of which could have a material adverse effect on us. 24 VISTRA CORP.
As part of our growth strategy, including our desire to grow our retail platform, we may pursue acquisitions of assets or operating entities. This strategy depends on the Company's ability to successfully identify and evaluate acquisition opportunities and consummate acquisitions on favorable terms.
As part of our growth strategy, including our desire to grow our retail platform and diversify and expand our generation assets, we may pursue acquisitions of assets or operating entities. This strategy depends on the Company's ability to successfully identify and evaluate acquisition opportunities and consummate acquisitions on favorable terms.
Although various regulators routinely renew existing permits and licenses, renewal of our existing permits or licenses could be denied or jeopardized by various factors, including (a) failure to provide adequate financial assurance for closure, (b) failure to comply with environmental, health and safety laws and regulations or permit conditions, (c) local community, political or other opposition and (d) executive, legislative or regulatory action.
Renewal of our existing permits or licenses could be denied or jeopardized by various factors, including (a) failure to provide adequate financial assurance for closure, (b) failure to comply with environmental, health and safety laws and regulations or permit conditions, (c) local community, political or other opposition and (d) executive, legislative or regulatory action.
The price of wholesale electricity supply purchases associated with the retail businesses' energy commitments can be different than that reflected in the rates charged to customers due to, among other factors: • varying supply procurement contracts used and the timing of entering into related contracts; • subsequent changes in the overall price of natural gas; • daily, monthly or seasonal fluctuations in the price of natural gas relative to the 12-month forward prices; • transmission constraints and the Company's ability to move power to our customers; • out-of-market payments, uplifts, or other non-pass through charges, and 34 Table of Contents • changes in Market Heat Rate.
The price of wholesale electricity supply purchases associated with the retail businesses' energy commitments can be different than that reflected in the rates charged to customers due to, among other factors: • varying supply procurement contracts used and the timing of entering into related contracts; • subsequent changes in the overall price of natural gas; • daily, monthly or seasonal fluctuations in the price of natural gas relative to the 12-month forward prices; • transmission constraints and the Company's ability to move power to our customers; • out-of-market payments, uplifts, or other non-pass through charges, and 35 VISTRA CORP. • changes in Market Heat Rate.
Failure to timely and effectively ensure transfer of knowledge and smooth transitions involving senior management and other key personnel could hinder our strategic planning and execution. We could be materially and adversely impacted by strikes or work stoppages by our unionized employees. As of December 31, 2024, we had approximately 1,940 employees covered by collective bargaining agreements.
Failure to timely and effectively ensure transfer of knowledge and smooth transitions involving senior management and other key personnel could hinder our strategic planning and execution. We could be materially and adversely impacted by strikes or work stoppages by our unionized employees. As of December 31, 2025, we had approximately 1,860 employees covered by collective bargaining agreements.
The terms of all current collective bargaining agreements covering represented personnel engaged in lignite mining operations, lignite-, coal-, natural gas- and nuclear-fueled generation operation, as well as some battery operations, expire on various dates between February 2025 and March 2028, but remain effective thereafter unless and until terminated by either party.
The terms of all current collective bargaining agreements covering represented personnel engaged in lignite mining operations, lignite-, coal-, natural gas- and nuclear-fueled generation operation, as well as some battery operations, expire on various dates between February 2026 and March 2029, but remain effective thereafter unless and until terminated by either party.
Our operations, projects and growth opportunities require us to have strong relationships with key stakeholders, including local communities and other groups directly impacted by our activities, as well as governments and government agencies, investor advocacy groups, certain institutional investors, investment funds and others which are increasingly focused on sustainability practices.
Our operations, projects and growth opportunities require us to have strong relationships with key stakeholders, including local communities and other groups directly impacted by our activities, as well as governments and government agencies, investor advocacy groups, certain institutional investors, investment funds and others which may be focused on sustainability practices.
For example, the Texas Legislature, the PUCT, ERCOT, FERC, and NERC have implemented new requirements and continue to consider future market design and other rule changes in response to Winter Storm Uri and other extreme weather events.
For example, the Texas Legislature, the PUCT, ERCOT, FERC, and NERC have implemented new requirements and continue to consider future market design and other rule changes in response to Winter Storm Uri and other extreme weather events. 31 VISTRA CORP.
In addition, if demand does not continue to increase at a rate in line with market expectations due to various factors, such as changes in technology, more energy efficient AI solutions or slow adoption of AI products and services, economic downturns, or adverse government actions, or if we are unable to execute on such large load offtake opportunities, our opportunities for growth and stock price may be adversely impacted.
In addition, if demand does not continue to increase at a rate in line with market expectations due to various factors, such as changes in technology, more energy efficient AI solutions or slow adoption of AI products and services, economic downturns, or adverse government actions, or if we are unable to execute on such large load offtake opportunities and perform our obligations under executed agreements as anticipated, our opportunities for growth and stock price may be adversely impacted.
Some of the recent regulatory actions, such as the EPA's Good Neighbor Plan for the 2015 Ozone NAAQS, the final rule to regulated GHG emissions that would replace the ACE rule, and actions under the Regional Haze program, could require us to install significant additional control equipment, resulting in potentially material costs of compliance for our generation units, including capital expenditures, higher operating and fuel costs and potential production curtailments or plant retirements.
Some of the recent regulatory actions, such as the EPA's Good Neighbor Plan for the 2015 Ozone NAAQS, the final rule to regulated GHG emissions that would replace the ACE rule, and actions under the Regional Haze program, if not repealed, altered, or invalidated by the courts could require us to install significant additional control equipment, resulting in potentially material costs of compliance for our generation units, including capital expenditures, higher operating and fuel costs and potential production curtailments or plant retirements.
We are required to obtain, and to comply with, numerous permits and licenses from federal, state and local governmental agencies.
We are required to obtain, and to comply with, government permits and approvals. We are required to obtain, and to comply with, numerous permits and licenses from federal, state and local governmental agencies.
Given the overall attractiveness of certain markets in which we operate and certain tax benefits associated with renewable energy, among other matters, energy market participants have continued to construct new generation facilities or invest in enhancements or expansions of existing generation facilities despite relatively low wholesale power prices.
Given the overall attractiveness of certain markets in which we operate, continued customer interest in zero carbon resources, and certain tax benefits associated with renewable energy, among other matters, energy market participants have continued to construct new generation facilities or invest in enhancements or expansions of existing generation facilities despite relatively low wholesale power prices.
We could be materially and adversely affected if new federal or state legislation or regulations are adopted to address global climate change that could require efforts that exceed or are more expensive than our currently planned initiatives or if we are subject to lawsuits for alleged damage to persons or property resulting from greenhouse gas emissions.
We could be materially and adversely affected if new federal or state legislation or regulations are adopted to address global climate change, or if existing regulations are vacated, stayed, revised or re-proposed, that could require efforts that exceed or are more expensive than our currently planned initiatives or if we are subject to lawsuits for alleged damage to persons or property resulting from greenhouse gas emissions.
Consequently, there can be no assurance that we will be able to sell any or all of the electric energy, capacity or ancillary services from those facilities at commercially attractive rates or that our facilities will be able to operate profitably. We depend, in large part, upon prevailing market prices for power, capacity and fuel.
Consequently, we may not be able to sell any or all of the electric energy, capacity or ancillary services from those facilities at commercially attractive rates or that our facilities will be able to operate profitably. We depend, in large part, upon prevailing market prices for power, capacity and fuel.
Management's Discussion and Analysis of Financial Condition, and Results of Operations – Significant Activities and Events, and Items Influencing Future Performance – Macroeconomic Conditions ); • the costs of storing and maintaining spent nuclear fuel at our on-site dry cask storage facility; • terrorist or cybersecurity attacks by nation-states or other threat actors and the cost to protect and recover against any such attack; • the impact of a natural disaster; • financial risk associated with retrospective insurance premium that could become due under secondary coverage required by the Price Anderson Act; • limitations on the amounts and types of insurance coverage commercially available; and • uncertainties with respect to the technological and financial aspects of modifying or decommissioning nuclear facilities at the end of their useful lives.
Management's Discussion and Analysis of Financial Condition, and Results of Operations – Business Environment and Outlook ); • the costs of storing and maintaining spent nuclear fuel at our on-site dry cask storage facility; • terrorist or cybersecurity attacks by nation-states or other threat actors and the cost to protect and recover against any such attack; • the impact of a natural disaster; • financial risk associated with retrospective insurance premium that could become due under secondary coverage required by the Price Anderson Act; • limitations on the amounts and types of insurance coverage commercially available; and • uncertainties with respect to the technological and financial aspects of modifying or decommissioning nuclear facilities at the end of their useful lives.
If a serious nuclear incident were to occur, our business, reputation, financial condition and results of operations could be materially adversely affected. 37 Table of Contents The operation and maintenance of power generation facilities and related mining operations are capital intensive and involve significant risks that could adversely affect our results of operations, liquidity and financial condition.
If a serious nuclear incident were to occur, our business, reputation, financial condition and results of operations could be materially adversely affected. 38 VISTRA CORP. The operation and maintenance of power generation facilities and related mining operations are capital intensive and involve significant risks that could adversely affect our results of operations, liquidity and financial condition.
We currently own and operate, or are in the process of reclaiming, various surface lignite coal mines in Texas to provide fuel for our electricity generation facilities. We also own or lease, and are in the process of reclaiming, multiple waste-to-energy surface facilities in Pennsylvania.
Luminant's mining operations are subject to RCT oversight. We currently own and operate, or are in the process of reclaiming, various surface lignite coal mines in Texas to provide fuel for our electricity generation facilities. We also own or lease, and are in the process of reclaiming, multiple waste-to-energy surface facilities in Pennsylvania.
Our generation and competitive retail businesses rely on a competitive wholesale marketplace. The competitive wholesale marketplace may be undermined by changes in market structure and out-of-market subsidies provided by federal or state entities, including bailouts of uneconomic plants, imports of power from Canada, renewable mandates or subsidies, as well as out-of-market payments to new generators.
The competitive wholesale marketplace may be undermined by changes in market structure and out-of-market subsidies provided by federal or state entities, including bailouts of uneconomic plants, imports of power from Canada, renewable mandates or subsidies, as well as out-of-market payments to new generators.
For the next five years, Vistra is projected to spend approximately $238 million (on a nominal basis) to achieve its mining reclamation objectives. 33 Table of Contents Litigation, legal proceedings, regulatory investigations or other administrative proceedings could expose us to significant liabilities and reputational damage that could have a material adverse effect on us.
For the next five years, Vistra is projected to spend approximately $182 million (on a nominal basis) to achieve its mining reclamation objectives. 34 VISTRA CORP. Litigation, legal proceedings, regulatory investigations or other administrative proceedings could expose us to significant liabilities and reputational damage that could have a material adverse effect on us.
We may not pay any dividends on our common stock in the future, and we may not realize the anticipated benefits of our share repurchase program. The Board has adopted a dividend program which we initiated in the first quarter of 2019.
We may not pay any dividends on our common stock in the future, and we may not realize the anticipated benefits of our share repurchase program. The Board has adopted a dividend program.
We could be materially and adversely affected if federal and/or state legislation or regulations that address global climate change require efforts that exceed or are more expensive than our currently planned initiatives or if we are subject to lawsuits for alleged damage to persons or property resulting from GHG emissions.
We could be materially and adversely affected if federal and/or state legislation or regulations that address global climate change require efforts that exceed or are more expensive than our currently planned initiatives, or if regulatory uncertainty itself results in increased costs or inefficiencies, or if we are subject to lawsuits for alleged damage to persons or property resulting from GHG emissions.
We have been and may in the future be materially affected by weather conditions and our businesses may fluctuate substantially on a seasonal basis as the weather changes.
We have been and may in the future be materially and adversely affected by the effects of extreme weather conditions and seasonality. We have been and may in the future be materially affected by weather conditions and our businesses may fluctuate substantially on a seasonal basis as the weather changes.
The global or national outbreak of an illness or other communicable disease, or any other public health crisis may cause disruptions to our business and operational plans, as a result of a number of factors, including (a) a protracted slowdown of broad sectors of the economy, (b) changes in demand or supply for commodities, (c) significant changes in legislation or regulatory policy to address the pandemic (including prohibitions on certain marketing channels, moratoriums or conditions on disconnections or limits or restrictions on late fees), (d) reduced demand for electricity (particularly from commercial and industrial customers), (e) increased late or uncollectible customer payments, (f) negative impacts on the health of our workforce, (g) a deterioration of our ability to ensure business continuity (including increased vulnerability to cyber and other information technology risks), and (h) the inability of the Company's contractors, suppliers, and other business partners to fulfill their contractual obligations. 40 Table of Contents Changes in technology, increased electricity conservation efforts, or energy sustainability efforts may reduce the value of our business, introduce new or emerging risks, and may otherwise have a material adverse effect on us.
The global or national outbreak of an illness or other communicable disease, or any other public health crisis may cause disruptions to our business and operational plans, as a result of a number of factors, including (a) a protracted slowdown of broad sectors of the economy, (b) changes in demand or supply for commodities, (c) significant changes in legislation or regulatory policy to address the pandemic (including prohibitions on certain marketing channels, moratoriums or conditions on disconnections or limits or restrictions on late fees), (d) reduced demand for electricity (particularly from commercial and industrial customers), (e) increased late or uncollectible customer payments, (f) negative impacts on the health of our workforce, (g) a deterioration of our ability to ensure business continuity (including increased vulnerability to cyber and other information technology risks), and (h) the inability of the Company's contractors, suppliers, and other business partners to fulfill their contractual obligations. 41 VISTRA CORP.
As a result, we largely sell electric energy, capacity and ancillary services into the wholesale energy spot market or into other wholesale and retail power markets on a short-term basis and are not guaranteed any rate of return on our capital investments.
The majority of our facilities operate as "merchant" facilities without long-term power sales agreements. As a result, we largely sell electric energy, capacity and ancillary services into the wholesale energy spot market or into other wholesale and retail power markets on a short-term basis and are not guaranteed any rate of return on our capital investments.
As of December 31, 2024, 1,000,000 shares of Series A Preferred Stock, 1,000,000 shares of Series B Preferred Stock, and 476,081 shares of Series C Preferred Stock were issued and outstanding.
As of December 31, 2025, 1,000,000 shares of Series A Preferred Stock, 1,000,000 shares of Series B Preferred Stock, and 476,066 shares of Series C Preferred Stock were issued and outstanding.
In January 2025, President Trump issued an executive Order, which among other things, requires the EPA to review many of the rules issued by the Biden Administration and further instructed that the U.S. Attorney General may request a stay of the litigation while the EPA conducts its review.
In January 2025, President Trump issued an executive Order, which among other things, requires the EPA to review many of the rules issued during the Biden Administration and authorizes the U.S. Attorney General to request a stay of related litigation while the EPA conducts its review.
These risks include: • unscheduled outages or unexpected costs due to equipment, mechanical, structural, cybersecurity, insider threat, third-party compromise or other problems; • inadequacy or lapses in maintenance protocols; • the impairment of reactor operation and safety systems due to human error or force majeure; • the costs of, and liabilities relating to, storage, handling, treatment, transport, release, use and disposal of radioactive materials; • the costs of procuring nuclear fuel, including impacts from trade restrictions such as tariffs, embargoes, and quotas (see Item 7.
These risks include: • unscheduled outages or unexpected costs due to equipment, mechanical, structural, cybersecurity, insider threat, third-party compromise or other problems; • inability to effectively complete nuclear power uprates on terms, cost, or schedule contemplated by current forecasts or customer agreements; • inadequacy or lapses in maintenance protocols; • the impairment of reactor operation and safety systems due to human error or force majeure; • the costs of, and liabilities relating to, storage, handling, treatment, transport, release, use and disposal of radioactive materials; • the costs of procuring nuclear fuel, including impacts from trade restrictions such as tariffs, embargoes, and quotas (see Item 7.
Vistra currently maintains non-investment grade credit ratings that could negatively affect our ability to access capital on favorable terms or result in higher collateral requirements, particularly if our credit ratings were to be downgraded in the future. Our businesses are capital intensive.
We currently maintain a mix of investment grade and non-investment grade credit ratings that could negatively affect our ability to access capital on favorable terms or result in higher collateral requirements, particularly if our credit ratings were to be downgraded in the future. Our businesses are capital intensive.
Limitations on our access to, or increases in our cost of, capital could have a material adverse effect on us. In addition, Vistra currently maintains non-investment grade credit ratings.
Limitations on our access to, or increases in our cost of, capital could have a material adverse effect on us. In addition, we currently maintain a mix of investment grade and non-investment grade credit ratings.
We undertake certain hedging and commodity activities and enter certain financing arrangements with various counterparties that require cash collateral or the posting of letters of credit which are at risk of being drawn down in the event we default on our obligations.
We undertake certain hedging and commodity activities and enter certain financing arrangements with various counterparties that require cash collateral or the posting of letters of credit which are at risk of being drawn down in the event we default on our obligations. We currently use margin deposits, prepayments, surety bonds, U.S.
It could also expose us to the risk of increased interest rates and limit our ability to react to changes in the economy, or our industry, as well as impact our cash available for distribution. As of December 31, 2024, we had approximately $18.4 billion of total indebtedness and approximately $17.2 billion of indebtedness net of cash.
It could also expose us to the risk of increased interest rates and limit our ability to react to changes in the economy, or our industry, as well as impact our cash available for distribution. As of December 31, 2025, we had approximately $20.7 billion of total indebtedness and approximately $19.9 billion of indebtedness net of cash.
Circuit Court's decision and remanded the case for further proceedings consistent with the U.S. Supreme Court's opinion. In May 2024, the EPA issued a more stringent and more encompassing rule to replace the ACE rule. The GHG rule issued in May 2024 is currently being challenged in the D.C. Circuit after the U.S.
Circuit Court's decision and remanded the case for further proceedings consistent with the U.S. Supreme Court's opinion. In May 2024, the EPA issued a more stringent and more encompassing rule to replace the ACE rule.
Furthermore, we may incur increased capital expenditures if we are required to increase investment in conservation measures. Additionally, increased governmental and consumer focus on energy sustainability efforts, including desire for, or incentives related to, the development, implementation and usage of low-carbon technology, may result in decreased demand for the traditional generation technologies that we currently own and operate.
Additionally, increased governmental and consumer focus on energy sustainability efforts, including desire for, or incentives related to, the development, implementation and usage of low-carbon technology, may result in decreased demand for the traditional generation technologies that we currently own and operate.
Furthermore, a shut-down or failure at any other nuclear generation facility could cause regulators to require a shut-down or reduced availability at our nuclear generation facilities. 36 Table of Contents • Regulatory Risk.
Furthermore, a shut-down or failure at any other nuclear generation facility could cause regulators to require a shut-down or reduced availability at our nuclear generation facilities. 37 VISTRA CORP. • Regulatory Risk.
Winter Storm Elliott, in December 2022, also led to regulatory requests for information and notices of investigation by NERC, FERC, regional reliability entities, and independent market monitors for regions across the country.
For example, Winter Storm Uri and Winter Storm Elliott led to regulatory requests for information and notices of investigation by NERC, FERC, regional reliability entities, ISOs/RTOs, and independent market monitors for regions across the country.
These factors, in addition to others specifically addressed in Item 7. Management's Discussion and Analysis of Financial Condition, and Results of Operations (MD&A) , provide important information for the understanding of our forward-looking statements in this annual report on Form 10-K.
Management's Discussion and Analysis of Financial Condition, and Results of Operations (MD&A) , provide important information for the understanding of our forward-looking statements in this annual report on Form 10-K.
If electricity demand does not grow at the rate expected, or if we are unable to execute on large load offtake opportunities, our financial performance, growth opportunities, and stock price could be adversely impacted.
If electricity demand does not grow at the rate expected, or if we are unable to execute on large load offtake opportunities, including under long-term power purchase or offtake agreements that we have entered into, our financial performance, growth opportunities, and stock price could be adversely impacted.
Our future success will depend on our ability to continue to attract and retain highly qualified personnel. We compete for such personnel with many other companies, in and outside of our industry, government entities and other organizations.
The loss of the services of our "key" management and personnel could adversely affect our ability to successfully operate our businesses. Our future success will depend on our ability to continue to attract and retain highly qualified personnel. We compete for such personnel with many other companies, in and outside of our industry, government entities and other organizations.
As a result, employees, contractors, customers, and the general public are at risk for serious injury, including loss of life. 38 Table of Contents The occurrence of any one of these events has in the past and may in the future result in us being named as a defendant in lawsuits asserting claims for substantial damages, including for environmental cleanup costs, personal injury and property damage and fines and/or penalties.
The occurrence of any one of these events has in the past and may in the future result in us being named as a defendant in lawsuits asserting claims for substantial damages, including for environmental cleanup costs, personal injury and property damage and fines and/or penalties.
Evolving expectations from stakeholders, including investors, on ESG issues, including climate change and sustainability matters, and erosion of stakeholder trust or confidence could influence actions or decisions about our company and our industry and could adversely affect our business, operations, financial results or stock price.
Evolving expectations from stakeholders, including investors, on sustainability issues, including climate risk, and erosion of stakeholder trust or confidence could influence actions or decisions about our company and our industry and could adversely affect our business, operations, financial results or stock price. Companies across all industries face evolving expectations or scrutiny from stakeholders related to their approach to sustainability matters.
Compliance with, or changes to, the requirements under these legal and regulatory regimes, including those proposed or implemented under the current presidential administration or during any future change of administration, or any repeal of existing beneficial laws or regulations, may adversely impact our businesses, results of operations, liquidity, financial condition, and cash flows. 30 Table of Contents Our businesses are subject to numerous state and federal laws (including, but not limited to, Texas Public Utility Regulatory Act, the Federal Power Act, the Natural Gas Policy Act, the Atomic Energy Act, the Public Utility Regulatory Policies Act of 1978, the Clean Air Act (CAA), the Clean Water Act (CWA), the Resource Conservation and Recovery Act (RCRA), the Energy Policy Act of 2005, the Dodd-Frank Wall Street Reform and the Consumer Protection Act and the Telephone Consumer Protection Act), changing governmental policy and regulatory actions (including those of the FERC, the NERC, the RCT, the MSHA, the EPA, the NRC, the DOJ, the FTC, the CFTC, state public utility commissions and state environmental regulatory agencies), and the rules, guidelines and protocols of ERCOT, CAISO, ISO-NE, MISO, NYISO and PJM with respect to various matters, including, but not limited to, market structure and design, operation of nuclear generation facilities, construction and operation of other generation facilities, development, operation and reclamation of lignite mines, recovery of costs and investments, decommissioning costs, market behavior rules, present or prospective wholesale and retail competition, administrative pricing mechanisms (and adjustments thereto), rates for wholesale sales of electricity, mandatory reliability standards and environmental matters.
Our businesses are subject to numerous state and federal laws (including, but not limited to, Texas Public Utility Regulatory Act, the Federal Power Act, the Natural Gas Policy Act, the Atomic Energy Act, the Public Utility Regulatory Policies Act of 1978, the Clean Air Act (CAA), the Clean Water Act (CWA), the Resource Conservation and Recovery Act (RCRA), the Energy Policy Act of 2005, the Dodd-Frank Wall Street Reform and the Consumer Protection Act and the Telephone Consumer Protection Act), changing governmental policy and regulatory actions (including those of the FERC, the DOE, the NERC, the RCT, the MSHA, the EPA, the NRC, the DOJ, the FTC, the CFTC, state public utility commissions and state environmental regulatory agencies), and the rules, guidelines and protocols of ERCOT, CAISO, ISO-NE, MISO, NYISO and PJM with respect to various matters, including, but not limited to, market structure and design, operation of nuclear generation facilities, construction and operation of other generation facilities, orders from governmental or regulatory agencies requiring continued operation of units beyond their planned retirement dates, development, operation and reclamation of lignite mines, recovery of costs and investments, decommissioning costs, market behavior rules, present or prospective wholesale and retail competition, administrative pricing mechanisms (and adjustments thereto), rates for wholesale sales of electricity, mandatory reliability standards and environmental matters.
New data privacy and data protection laws and regulations, increased enforcement, and other government actions could impact our businesses, increase compliance costs, and failure to comply with these laws and regulations could adversely affect our business and financial results.
Further, our retail business requires us to regularly access, collect, store, and transmit customer data, including sensitive customer data. New data privacy and data protection laws and regulations, increased enforcement, and other government actions could impact our businesses, increase compliance costs, and failure to comply with these laws and regulations could adversely affect our business and financial results.
There is no assurance that we will be able to prevent or mitigate any such impacts in the future. In the event of a material cyber breach, critical operational capabilities to support our generation, commercial, or retail operations could be disrupted or lost. Additionally, customer, confidential, or proprietary data could be compromised, misused, or inappropriately disclosed.
In the event of a material cyber breach, critical operational capabilities to support our generation, commercial, or retail operations could be disrupted or lost. Additionally, customer, confidential, or proprietary data could be compromised, misused, or inappropriately disclosed.
Furthermore, we may be unable to refinance or replace our existing indebtedness on favorable terms or at all upon the expiration or termination thereof.
We may not be successful in obtaining additional capital for these or other reasons. Furthermore, we may be unable to refinance or replace our existing indebtedness on favorable terms or at all upon the expiration or termination thereof.
There is no assurance that the Board will declare, or that we will pay, any dividends on our common stock in the future. The Board has approved a share repurchase program in an aggregate authorized amount of $6.75 billion.
The Board may not declare, and we may not pay, any dividends on our common stock in the future. The Board has approved a share repurchase program in an aggregate authorized amount of $7.75 billion.
Risks Related to Our Structure and Ownership of our Common Stock • Evolving expectations from stakeholders, including investors, on ESG issues, including climate change and sustainability matters, and erosion of stakeholder trust or confidence could influence actions or decisions about our company and our industry and could adversely affect our business, operations, financial results, or stock price. • We may not pay any dividends on our common stock in the future, and we may not realize the anticipated benefits of our share repurchase program. 19 Table of Contents Please carefully consider the following discussion of significant factors, events, and uncertainties that make an investment in our securities risky.
Risks Related to Our Structure and Ownership of our Common Stock • Evolving expectations from stakeholders, including investors, on sustainability issues, including climate risk, and erosion of stakeholder trust or confidence could influence actions or decisions about our company and our industry and could adversely affect our business, operations, financial results, or stock price. • We may not pay any dividends on our common stock in the future, and we may not realize the anticipated benefits of our share repurchase program. 18 VISTRA CORP.
Any of the foregoing could have a material adverse effect on us. The Biden Administration recently finalized or proposed several regulatory actions establishing new requirements for control of certain emissions from sources, including electricity generation facilities.
Any of the foregoing could have a material adverse effect on us. 32 VISTRA CORP. The Biden Administration finalized or proposed several regulatory actions establishing new requirements for control of certain emissions from sources, including electricity generation facilities. At present, many of those regulatory actions have been abated while the Trump Administration reviews those regulatory actions and promulgates new proposals.
We may potentially be affected by emerging technologies that may over time affect change in capacity markets and the energy industry overall including distributed generation and clean technology. Some of these emerging technologies are distributed renewable energy technologies, energy efficiency, broad consumer adoption of electric vehicles, distributed generation, energy storage devices, fuel cells, nuclear small modular reactors, and linear generators.
We may potentially be affected by emerging technologies that may over time affect change in capacity markets and the energy industry overall. Emerging technologies such as distributed renewable energy technologies, energy efficiency, electric vehicles, distributed generation, energy storage devices, fuel cells, nuclear small modular reactors, and linear generators could have a significant impact on the energy industry.
A material increase in the amount of letters of credit or cash collateral required to be provided to our counterparties may have a material adverse effect on us. 27 Table of Contents We may not be able to complete future acquisitions on favorable terms or at all, successfully integrate future acquisitions into our business, or effectively identify and invest in value-creating businesses, assets or projects, which could result in unanticipated expenses and losses or otherwise hinder or delay our growth strategy.
We may not be able to complete future acquisitions, including the pending Cogentrix Transactions, on favorable terms or at all, successfully integrate future acquisitions into our business, or effectively identify and invest in value-creating businesses, assets or projects, which could result in unanticipated expenses and losses or otherwise hinder or delay our growth strategy.
As a result, our quarterly and annual financial results, prepared in accordance with GAAP, are subject to increased volatility. 23 Table of Contents Competition, changes in market structure, and/or state or federal interference in the wholesale and retail power markets, together with subsidized generation, may have a material adverse effect on our financial condition, results of operations and cash flows.
Competition, changes in market structure, and/or state or federal interference in the wholesale and retail power markets, together with subsidized generation, may have a material adverse effect on our financial condition, results of operations and cash flows. Our generation and competitive retail businesses rely on a competitive wholesale marketplace.
Companies across all industries are facing evolving expectations or increasing scrutiny from stakeholders related to their approach to ESG matters. For Vistra, reliability, affordability, safety, climate change, and stakeholder relations remain primary focus areas, and changing expectations of our practices and performance across these and other ESG areas may impose additional costs or create exposure to new or additional risks.
For Vistra, reliability, affordability, climate risk, safety, and stakeholder relations remain primary focus areas, and changing expectations of our practices and performance across these and other sustainability areas may impose additional costs or create exposure to new or additional risks.
Potential disruptions from cyber/data and physical security breaches to "critical cyber assets" that interrupt the delivery of power to the Bulk Electric System could incur penalties of up to $1 million per violation for failure to comply with mandatory electric reliability standards by FERC under the Energy Policy Act of 2005. 35 Table of Contents Further, our retail business requires us to regularly access, collect, store, and transmit customer data, including sensitive customer data.
Potential disruptions from cyber/data and physical security breaches to "critical cyber assets" that interrupt the delivery of power to the Bulk Electric System could incur significant penalties per violation for failure to comply with mandatory electric reliability standards by FERC under the Energy Policy Act of 2005. 36 VISTRA CORP.
If more customers switch to another supplier than anticipated, the load we must serve will be lower than anticipated and, if market prices of electricity have decreased, our operating results could suffer. 24 Table of Contents Our results of operations and financial condition could be materially and adversely affected by energy market participants continuing to construct new generation facilities or expanding or enhancing existing generation facilities despite relatively low power prices and such additional generation capacity results in a reduction in wholesale power prices.
Our results of operations and financial condition could be materially and adversely affected by energy market participants continuing to construct new generation facilities or expanding or enhancing existing generation facilities despite relatively low power prices and such additional generation capacity results in a reduction in wholesale power prices.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeIn furtherance of our commitment to responsible oversight of cybersecurity risk management, in 2023, the Board appointed a director who brings extensive cybersecurity expertise to the Board. 45 Table of Contents Our CIO serves as head of Vistra's Technology Services and is responsible for ensuring the reliability, security, and continued development of the Company's technology platforms and delivering new solutions to support the business.
Biggest changeOur CIO serves as head of Vistra's Technology Services and is responsible for ensuring the reliability, security, and continued development of the Company's technology platforms and delivering new solutions to support the business. The CIO has served in various senior information technology roles in public companies for over 30 years, including Keurig Dr.
At least quarterly, our CIO reports to the Board on our Information Security program, including cybersecurity risks and threats (including the emerging threat landscape), an assessment of our Information Security program, and the status of projects to strengthen our Information Security program.
At least quarterly, our CIO reports to the Sustainability and Risk Committee of the Board on our Information Security program, including cybersecurity risks and threats (including the emerging threat landscape), an assessment of our Information Security program, and the status of projects to strengthen our Information Security program.
This program includes: • operating a Cyber Security Operations Center; • raising employee awareness through annual general and job-specific cybersecurity trainings and employee phishing simulations; • maintaining defined cyber incident response plans; • enhancing security measures to protect our systems and data; • evolving monitoring capabilities to improve early detection and rapid response to potential cyber threats; and • adapting to new work environments that include off-site work through mitigation of remote network risk to our internal systems, assets, or data.
This program includes: • operating a Cyber Security Operations Center; • raising employee awareness through annual general and job-specific cybersecurity trainings and employee phishing simulations; • maintaining defined cyber incident response plans; • enhancing security measures to protect our systems and data; • evolving monitoring capabilities to improve early detection and rapid response to potential cyber threats; and • mitigating remote network risk to our internal systems, assets, or data.
He has held technology positions across various areas — including infrastructure management, application management, architecture, operations, and cybersecurity — and brings expertise from Farmers Insurance and Zurich Insurance.
Pepper Inc., General Motors, Pfizer, and Electronic Data Systems. Our CISO has over 24 years of information technology experience. He has held technology positions across various areas, including infrastructure management, application management, architecture, operations, and cybersecurity, and brings expertise from Farmers Insurance and Zurich Insurance.
Removed
The CIO has served in various senior information technology roles in public companies for over 30 years, including Keurig Dr. Pepper Inc., General Motors, Pfizer, and Electronic Data Systems. Our CISO has over 23 years of information technology experience.
Added
In furtherance of our commitment to responsible oversight of cybersecurity risk management, in 2023, the Board appointed a director who brings extensive cybersecurity expertise to the Board. 46 VISTRA CORP.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeFacility Location ISO/RTO Technology Primary Fuel Net Capacity (MW) (a) Texas Segment Ennis Ennis, TX ERCOT CCGT Natural Gas 366 Forney Forney, TX ERCOT CCGT Natural Gas 1,912 Hays San Marcos, TX ERCOT CCGT Natural Gas 1,047 Lamar Paris, TX ERCOT CCGT Natural Gas 1,180 Midlothian Midlothian, TX ERCOT CCGT Natural Gas 1,596 Odessa Odessa, TX ERCOT CCGT Natural Gas 1,180 Wise Poolville, TX ERCOT CCGT Natural Gas 787 DeCordova Granbury, TX ERCOT CT Natural Gas 260 Morgan Creek Colorado City, TX ERCOT CT Natural Gas 390 Permian Basin Monahans, TX ERCOT CT Natural Gas 325 Graham Graham, TX ERCOT ST Natural Gas 630 Lake Hubbard Dallas, TX ERCOT ST Natural Gas 921 Stryker Creek Rusk, TX ERCOT ST Natural Gas 685 Trinidad Trinidad, TX ERCOT ST Natural Gas 244 Coleto Creek Goliad, TX ERCOT ST Coal 650 Martin Lake Tatum, TX ERCOT ST Coal 2,250 Oak Grove Franklin, TX ERCOT ST Coal 1,600 Comanche Peak (b) Glen Rose, TX ERCOT Nuclear Uranium 2,400 Brightside Live Oak County, TX ERCOT Solar Renewable 50 Emerald Grove Crane County, TX ERCOT Solar Renewable 108 Upton 2 Upton County, TX ERCOT Solar/Battery Renewable 190 DeCordova Granbury, TX ERCOT Battery Renewable 260 Total Texas Segment 19,031 46 Table of Contents Facility Location ISO/RTO Technology Primary Fuel Net Capacity (MW) (a) East Segment Independence Oswego, NY NYISO CCGT Natural Gas 1,212 Bellingham Bellingham, MA ISO-NE CCGT Natural Gas 566 Blackstone Blackstone, MA ISO-NE CCGT Natural Gas 544 Casco Bay Veazie, ME ISO-NE CCGT Natural Gas 543 Lake Road Dayville, CT ISO-NE CCGT Natural Gas 827 Masspower Indian Orchard, MA ISO-NE CCGT Natural Gas 281 Milford Milford, CT ISO-NE CCGT Natural Gas 600 Baldwin Baldwin, IL MISO Solar/Battery Renewable 70 Coffeen Coffeen, IL MISO Solar/Battery Renewable 46 Baldwin Baldwin, IL MISO ST Coal 1,185 Newton Newton, IL MISO ST Coal 615 Kincaid Kincaid, IL PJM ST Coal 1,108 Miami Fort 7 & 8 North Bend, OH PJM ST Coal 1,020 Fayette Masontown, PA PJM CCGT Natural Gas 726 Hanging Rock Ironton, OH PJM CCGT Natural Gas 1,430 Hopewell Hopewell, VA PJM CCGT Natural Gas 370 Kendall Minooka, IL PJM CCGT Natural Gas 1,288 Liberty Eddystone, PA PJM CCGT Natural Gas 607 Ontelaunee Reading, PA PJM CCGT Natural Gas 600 Sayreville Sayreville, NJ PJM CCGT Natural Gas 349 Washington Beverly, OH PJM CCGT Natural Gas 711 Calumet Chicago, IL PJM CT Natural Gas 380 Dicks Creek Monroe, OH PJM CT Natural Gas 155 Pleasants Saint Marys, WV PJM CT Natural Gas 388 Miami Fort (CT) North Bend, OH PJM CT Fuel Oil 77 Beaver Valley 1 & 2 Shippingport, PA PJM Nuclear Uranium 1,872 Perry Perry, OH PJM Nuclear Uranium 1,268 Davis-Besse Oak Harbor, OH PJM Nuclear Uranium 908 Total East Segment 19,746 West Segment Moss Landing 1 & 2 Moss Landing, CA CAISO CCGT Natural Gas 1,020 Moss Landing Moss Landing, CA CAISO Battery Renewable 750 Oakland Oakland, CA CAISO CT Fuel Oil 110 Total West Segment 1,880 Total capacity 40,657 ___________ (a) Approximate net generation capacity.
Biggest changeFacility Location ISO/RTO Technology Primary Fuel Net Capacity (MW) (a) Texas Segment Ennis Ennis, TX ERCOT CCGT Natural Gas 366 Forney Forney, TX ERCOT CCGT Natural Gas 1,912 Hays San Marcos, TX ERCOT CCGT Natural Gas 1,122 Lamar Paris, TX ERCOT CCGT Natural Gas 1,180 Midlothian Midlothian, TX ERCOT CCGT Natural Gas 1,596 Odessa Odessa, TX ERCOT CCGT Natural Gas 1,180 Wise Poolville, TX ERCOT CCGT Natural Gas 787 DeCordova Granbury, TX ERCOT CT Natural Gas 362 Morgan Creek Colorado City, TX ERCOT CT Natural Gas 446 Permian Basin Monahans, TX ERCOT CT Natural Gas 404 Graham Graham, TX ERCOT ST Natural Gas 630 Lake Hubbard Dallas, TX ERCOT ST Natural Gas 921 Stryker Creek Rusk, TX ERCOT ST Natural Gas 685 Trinidad Trinidad, TX ERCOT ST Natural Gas 244 Coleto Creek Goliad, TX ERCOT ST Coal 650 Martin Lake Tatum, TX ERCOT ST Coal 2,455 Oak Grove Franklin, TX ERCOT ST Coal 1,710 Comanche Peak Glen Rose, TX ERCOT Nuclear Uranium 2,400 Brightside Live Oak County, TX ERCOT Solar Renewable 50 Emerald Grove Crane County, TX ERCOT Solar Renewable 108 Oak Hill Rusk County, TX ERCOT Solar Renewable 200 Upton 2 Upton County, TX ERCOT Solar/Battery Renewable 190 DeCordova Granbury, TX ERCOT Battery Renewable 260 Total Texas Segment 19,858 East Segment Beaver Falls Beaver Falls, NY NYISO CCGT Natural Gas 108 Independence Oswego, NY NYISO CCGT Natural Gas 1,212 Syracuse Solvay, NY NYISO CCGT Natural Gas 103 Bellingham Bellingham, MA ISO-NE CCGT Natural Gas 566 Blackstone Blackstone, MA ISO-NE CCGT Natural Gas 544 Casco Bay Veazie, ME ISO-NE CCGT Natural Gas 543 Lake Road Dayville, CT ISO-NE CCGT Natural Gas 827 Manchester Providence, RI ISO-NE CCGT Natural Gas 510 Masspower Indian Orchard, MA ISO-NE CCGT Natural Gas 281 Milford Milford, CT ISO-NE CCGT Natural Gas 600 47 VISTRA CORP.
Item 2. PROPERTIES The following table presents our asset fleet as of December 31, 2024 by segment. All of our facilities are 100% (fee simple) owned.
Item 2. PROPERTIES The following table presents our asset fleet as of December 31, 2025 by segment. All of our facilities are 100% (fee simple) owned.
Because they cannot be relied upon to meet demand continuously due to their dependence on weather and time of day, these generation sources are categorized as non-dispatchable and create the need for intermediate/load-following resources to respond to changes in their output. Item 3. LEGAL PROCEEDINGS See Note 15 to the Financial Statements for additional information.
Because they cannot be relied upon to meet demand continuously due to their dependence on weather and time of day, these generation sources are categorized as non-dispatchable and create the need for intermediate/load-following resources to respond to changes in their output. 48 VISTRA CORP. Item 3. LEGAL PROCEEDINGS See Note 18 to the Financial Statements for additional information.
Actual net generation capacity may vary based on a number of factors, including ambient temperature. We have not included units that have been retired or are out of operation.
Actual net generation capacity may vary based on a number of factors, including ambient temperature. Capacity based on winter rating. We have not included units that have been retired or are out of operation. See Note 7 to the Financial Statements for additional information.
See Note 6 to the Financial Statements for additional information. 47 Table of Contents Our wholesale commodity risk management group also procures renewable energy credits from renewable generation in ERCOT and PJM to support our electricity sales to wholesale and retail customers to satisfy the increasing demand for renewable resources from such customers.
Our wholesale commodity risk management group also procures renewable energy credits from renewable generation in ERCOT and PJM to support our electricity sales to wholesale and retail customers to satisfy the increasing demand for renewable resources from such customers. As of December 31, 2025, Vistra had long-term agreements to procure renewable energy credits from approximately 950 MW of renewable generation.
As of December 31, 2024, Vistra had long-term agreements to procure renewable energy credits from approximately 950 MW of renewable generation. These renewable generation sources deliver electricity when conditions make them available, and, when on-line, they generally compete with baseload units.
These renewable generation sources deliver electricity when conditions make them available, and, when on-line, they generally compete with baseload units.
Added
Facility Location ISO/RTO Technology Primary Fuel Net Capacity (MW) (a) Baldwin Baldwin, IL MISO Solar/Battery Renewable 70 Coffeen Coffeen, IL MISO Solar/Battery Renewable 46 Baldwin Baldwin, IL MISO ST Coal 1,185 Newton Newton, IL MISO ST Coal 615 Kincaid Kincaid, IL PJM ST Coal 1,108 Miami Fort 7 & 8 North Bend, OH PJM ST Coal 1,020 Fairless Fairless Hills, PA PJM CCGT Natural Gas 1,320 Fayette Masontown, PA PJM CCGT Natural Gas 726 Garrison Dover, DE PJM CCGT Natural Gas 309 Hanging Rock Ironton, OH PJM CCGT Natural Gas 1,430 Hopewell Hopewell, VA PJM CCGT Natural Gas 370 Kendall Minooka, IL PJM CCGT Natural Gas 1,288 Liberty Eddystone, PA PJM CCGT Natural Gas 607 Ontelaunee Reading, PA PJM CCGT Natural Gas 600 Sayreville Sayreville, NJ PJM CCGT Natural Gas 349 Washington Beverly, OH PJM CCGT Natural Gas 711 Calumet Chicago, IL PJM CT Natural Gas 380 Dicks Creek Monroe, OH PJM CT Natural Gas 155 Hazleton Pardeesville, PA PJM CT Natural Gas 158 Pleasants Saint Marys, WV PJM CT Natural Gas 388 Miami Fort (CT) North Bend, OH PJM CT Fuel Oil 77 Beaver Valley 1 & 2 Shippingport, PA PJM Nuclear Uranium 1,872 Perry Perry, OH PJM Nuclear Uranium 1,268 Davis-Besse Oak Harbor, OH PJM Nuclear Uranium 908 Total East Segment 22,254 West Segment Moss Landing 1 & 2 Moss Landing, CA CAISO CCGT Natural Gas 1,020 Moss Landing (b) Moss Landing, CA CAISO Battery Renewable 350 Oakland Oakland, CA CAISO CT Fuel Oil 110 Greenleaf Yuba City, CA CAISO CT Natural Gas 49 Total West Segment 1,529 Total capacity 43,641 ___________ (a) Approximate net generation capacity.
Added
(b) Net capacity represents the Moss Landing 350 MW battery facility and excludes the Moss Landing 100 and 300 MW battery facilities as they will not return to service. See Note 8 to the Financial Statements for additional information.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeSuch citations and orders can be contested and appealed, which often results in a reduction of the severity and amount of fines and assessments and sometimes results in dismissal. Disclosure of MSHA citations, orders, and proposed assessments are provided in Exhibit 95.1 to this annual report on Form 10-K. 48 Table of Contents PART II
Biggest changeSuch citations and orders can be contested and appealed, which often results in a reduction of the severity and amount of fines and assessments and sometimes results in dismissal. Disclosure of MSHA citations, orders, and proposed assessments are provided in Exhibit 95.1 to this annual report on Form 10-K. 49 VISTRA CORP. PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changePeriod Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of a Publicly Announced Program Maximum Dollar Amount of Shares that may yet be Purchased under the Program (in millions) October 1 - October 31, 2024 464,487 $ 126.99 464,487 $ 2,177 November 1 - November 30, 2024 425,674 $ 144.66 425,674 $ 2,115 December 1 - December 31, 2024 735,536 $ 144.52 735,536 $ 2,009 For the quarter ended December 31, 2024 1,625,697 $ 139.55 1,625,697 $ 2,009 In October 2021, the Board authorized a share repurchase program (Share Repurchase Program).
Biggest changePeriod Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of a Publicly Announced Program Maximum Dollar Amount of Shares that may yet be Purchased under the Program (in millions) October 1 - October 31, 2025 371,820 $ 199.20 371,820 $ 2,174 November 1 - November 30, 2025 509,144 $ 177.68 509,144 $ 2,084 December 1 - December 31, 2025 500,181 $ 167.91 500,181 $ 2,000 For the quarter ended December 31, 2025 1,381,145 $ 179.94 1,381,145 $ 2,000 In October 2021, the Board authorized a share repurchase program (Share Repurchase Program).
The timing, number, and value of shares repurchased will be determined at our discretion, considering factors such as capital allocation priorities, stock market price, general market and economic conditions, legal requirements, and compliance with debt agreements and preferred stock certificates of designation. We expect to complete repurchases under the Share Repurchase Program by the end of 2026.
The timing, number, and value of shares repurchased will be determined at our discretion, considering factors such as capital allocation priorities, stock market price, general market and economic conditions, legal requirements, and compliance with debt agreements and preferred stock certificates of designation. We expect to complete repurchases under the Share Repurchase Program by the end of 2027.
The graph below compares the return in each period assuming that $100 was invested at December 31, 2019 in Vistra's common stock, the S&P 500 and the S&P Utilities, and that all dividends were reinvested.
The graph below compares the return in each period assuming that $100 was invested at December 31, 2020 in Vistra's common stock, the S&P 500 and the S&P Utilities, and that all dividends were reinvested.
Amount Authorized for Share Repurchases (in billions) Board Authorization Dates: October 2021 $ 2.00 August 2022 1.25 March 2023 1.00 February 2024 1.50 October 2024 1.00 Cumulative authorization at December 31, 2024 $ 6.75 See Note 16 to the Financial Statements for additional information. Item 6. [RESERVED] Not applicable.
Board Authorization Dates Amount Authorized for Share Repurchases (in billions) October 2021 $ 2.00 August 2022 1.25 March 2023 1.00 February 2024 1.50 October 2024 1.00 October 2025 1.00 Cumulative authorization at December 31, 2025 $ 7.75 See Note 19 to the Financial Statements for additional information. Item 6. [RESERVED] Not applicable.
Stock Performance Graph The performance graph below compares Vistra's cumulative total return on common stock during the five-year period from December 31, 2019 through December 31, 2024 with the cumulative total returns of the S&P 500 Stock Index (S&P 500) and the S&P Utility Index (S&P Utilities).
Stock Performance Graph The performance graph below compares Vistra's cumulative total return on common stock during the five-year period from December 31, 2020 through December 31, 2025 with the cumulative total returns of the S&P 500 Stock Index (S&P 500) and the S&P Utility Index (S&P Utilities).
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Vistra's common stock is listed and traded on the NYSE under the symbol "VST". Vistra's authorized capital stock consists of 1,800,000,000 shares of common stock with a par value of $0.01 per share. As of February 24, 2025, there were 403 stockholders of record.
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Vistra's common stock is listed and traded on the NYSE and the NYSE Texas under the symbol "VST". Vistra's authorized capital stock consists of 1,800,000,000 shares of common stock with a par value of $0.01 per share.
The Board has authority to declare dividends to the holders of our common stock. The Board intends to continue the payment of dividends to the holders of the Company's common stock in the future.
As of February 18, 2026, there were 378 stockholders of record. The Board has authority to declare dividends to the holders of our common stock. The Board intends to continue the payment of dividends to the holders of the Company's common stock in the future.
Purchases of Equity Securities by the Issuer The following table provides information about our repurchase of common stock, during the three months ended December 31, 2024.
The stock price performance included in this graph is not necessarily indicative of future stock price performance. Purchases of Equity Securities by the Issuer The following table provides information about our repurchase of common stock, during the three months ended December 31, 2025.
Removed
December 31, 2019 2020 2021 2022 2023 2024 Vistra Corp. $ 100.00 $ 88.22 $ 105.47 $ 110.83 $ 189.20 $ 683.61 S&P 500 $ 100.00 $ 118.39 $ 152.34 $ 124.73 $ 157.48 $ 196.85 S&P Utilities $ 100.00 $ 100.52 $ 118.29 $ 120.14 $ 111.63 $ 137.79 49 Table of Contents The stock price performance included in this graph is not necessarily indicative of future stock price performance.
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December 31, 2020 2021 2022 2023 2024 2025 Vistra Corp. $ 100.00 $ 119.55 $ 125.62 $ 224.45 $ 774.87 $ 911.64 S&P 500 $ 100.00 $ 128.68 $ 105.36 $ 133.03 $ 166.28 $ 195.98 S&P Utilities $ 100.00 $ 117.67 $ 119.51 $ 111.05 $ 137.07 $ 159.06 50 VISTRA CORP.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeIncome Taxes 99 6. Property, Plant , and Equipment 102 7. Goodwill and Identifiable Intangible Assets and Liabilities 103 8. Collateral Financing Agreement with Affiliate 106 9. Debt, Credit Facilities , and Financings 107 10. Leases 116 i Table of Contents 11. Derivatives 117 12. Fair Value Measurements 121 1 3 . Asset Retirement Obligations 126 1 4 .
Biggest changeAcquisitions 92 3. Revenue 97 4. Other Income, Net 101 5. Government Grants 102 6. Income Taxes 103 7. Property, Plant, and Equipment 106 i 8. Loss Events and Insurance Recoveries 107 9. Goodwill and Identifiable Intangible Assets and Liabilities 110 10. Collateral Financing Agreement with Affiliate 112 11. Debt, Credit Facilities, and Financings 113 12. Leases 122 13.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 75 Consolidated Statements of Operations 78 Consolidated Statements of Comprehensive Income (Loss) 78 Consolidated Balance Sheets 79 Consolidated Statements of Cash Flows 81 Consolidated Statement of Changes in Equity 83 Notes to Consolidated Financial Statements: 85 1. Business and Significant Accounting Policies 85 2. Acquisit ions 91 3. Revenue 94 4. Government Assistance 98 5.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 77 R eport of Independent Registered Public Accounting Firm 77 Consolidated Statements of Operations 79 Consolidated Statements of Comprehensive Income (Loss) 79 Consolidated Balance Sheets 80 Consolidated Statements of Cash Flows 82 Consolidated Statement of Changes in Equity 84 Notes to Consolidated Financial Statements: 86 1. Business and Significant Accounting Policies 86 2.
Pension and Other Postretirement Employee Benefits (OPEB) 127 1 5 . Commitments and Contingencies 132 1 6 . Equity 142 1 7 . Earnings Per Share 144 1 8 . Stock-Based Compensation 145 19 . Segment Information 146 2 0 . Supplementary Financial Information 148
Derivatives 123 14. Fair Value Measurements 128 15. Asset Retirement Obligations 132 16. Pension and Other Postretirement Employee Benefits (OPEB) Plans 133 17. Stock-Based Compensation 138 18. Commitments and Contingencies 140 19. Equity 147 20. Earnings Per Share 150 21. Segment Information 150
Removed
Item 6. [RESERVED] 50 Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION, AND RESULTS OF OPERATIONS 50 Significant Activities and Events, and Items Influencing Future Performance 51 Critical Accounting Estimates 57 Results of Operations 60 Financial Condition 66 Commitments and Contingencies 72 Changes in Accounting Standards 72 Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 72 Item 8.
Added
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION, AND RESULTS OF OPERATIONS 51 K ey Financial Results 52 B usiness Environment and Outlook 53 Noteworthy Developments 53 F actors Affecting Our Financial Condition and Results of Oper ations 57 Results of Operations 60 Liquidity and Capital Resources 67 Critical Accounting Estimates 70 Changes in Accounting Standards 73 Item 7A.
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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 73 Item 8.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeThe following table presents Net income (loss), EBITDA, and Adjusted EBITDA for the year ended December 31, 2023: Year Ended December 31, 2023 Retail Texas East West Asset Closure Eliminations / Corporate and Other Vistra Consolidated (in millions) Operating revenues $ 10,572 $ 3,979 $ 5,890 $ 914 $ — $ (6,576) $ 14,779 Fuel, purchased power costs, and delivery fees (9,046) (2,028) (2,730) (328) (3) 6,578 (7,557) Operating costs (123) (917) (528) (58) (74) (2) (1,702) Depreciation and amortization (102) (550) (703) (79) — (68) (1,502) Selling, general, and administrative expenses (858) (140) (127) (24) (34) (125) (1,308) Impairment of long-lived assets — — (49) — — — (49) Operating income (loss) 443 344 1,753 425 (111) (193) 2,661 Other income 1 35 4 21 110 86 257 Other deductions — (2) (5) — — (7) (14) Interest expense and related charges (20) 21 (2) 8 (5) (742) (740) Impacts of Tax Receivable Agreement — — — — — (164) (164) Income (loss) before income taxes 424 398 1,750 454 (6) (1,020) 2,000 Income tax expense — — (1) — — (507) (508) Net income (loss) $ 424 $ 398 $ 1,749 $ 454 $ (6) $ (1,527) $ 1,492 Income tax expense — — 1 — — 507 508 Interest expense and related charges (a) 20 (21) 2 (8) 5 742 740 Depreciation and amortization (b) 102 641 703 79 — 68 1,593 EBITDA before Adjustments 546 1,018 2,455 525 (1) (210) 4,333 Unrealized net (gain) loss resulting from commodity hedging transactions 586 813 (1,586) (267) (36) — (490) 61 Table of Contents Year Ended December 31, 2023 Retail Texas East West Asset Closure Eliminations / Corporate and Other Vistra Consolidated Impacts of Tax Receivable Agreement (c) — — — — — 135 135 Non-cash compensation expenses — — — — — 78 78 Transition and merger expenses — 1 2 — — 47 50 Impairment of long-lived assets — — 49 — — — 49 PJM capacity performance default impacts (d) — — 9 — — — 9 Winter Storm Uri impacts (e) (52) 4 — — — — (48) Other, net 25 (2) 72 5 (2) (113) (15) Adjusted EBITDA $ 1,105 $ 1,834 $ 1,001 $ 263 $ (39) $ (63) $ 4,101 ____________ (a) Includes $36 million of unrealized mark-to-market net losses on interest rate swaps.
Biggest changeConsolidated Results of Operations The following table presents Net income (loss), EBITDA and Adjusted EBITDA: Year Ended December 31, 2025 Retail Texas East West Asset Closure Eliminations / Corporate and Other Vistra Consolidated (in millions) Operating revenues $ 14,340 $ 5,353 $ 6,174 $ 325 $ 74 $ (8,528) $ 17,738 Fuel, purchased power costs, and delivery fees (11,686) (1,990) (3,807) (149) — 8,531 (9,101) Operating costs (168) (1,050) (1,381) (59) (154) 9 (2,803) Depreciation and amortization (94) (638) (1,120) (61) 2 (75) (1,986) Selling, general, and administrative expenses (1,035) (180) (235) (14) (66) (184) (1,714) Impairment of long-lived assets — (68) (5) — (155) — (228) Operating income (loss) 1,357 1,427 (374) 42 (299) (247) 1,906 Other income, net — 124 234 5 24 7 394 Interest expense and related charges (67) 53 50 7 (4) (1,218) (1,179) Impacts of Tax Receivable Agreement — — — — — 2 2 Income (loss) before income taxes 1,290 1,604 (90) 54 (279) (1,456) 1,123 Income tax expense — — (1) — — (178) (179) Net income (loss) $ 1,290 $ 1,604 $ (91) $ 54 $ (279) $ (1,634) $ 944 Income tax expense — — 1 — — 178 179 Interest expense and related charges (a) 67 (53) (50) (7) 4 1,218 1,179 Depreciation and amortization (b) 94 771 1,474 61 (2) 75 2,473 EBITDA before Adjustments 1,451 2,322 1,334 108 (277) (163) 4,775 Unrealized net (gain) loss resulting from commodity hedging transactions 148 (479) 1,013 128 (2) — 808 Purchase accounting impacts 17 1 33 — — — 51 Non-cash compensation expenses — — — — — 113 113 Transition and merger expenses 6 (1) 3 — — 67 75 Impairment of long-lived assets — 68 5 — 155 — 228 Insurance income (c) — (120) — — (71) — (191) Decommissioning-related activities (d) — 15 (127) 1 116 — 5 ERP system implementation expenses 3 3 4 — 1 — 11 Other, net (3) 25 17 7 4 (87) (37) Adjusted EBITDA $ 1,622 $ 1,834 $ 2,282 $ 244 $ (74) $ (70) $ 5,838 ____________ (a) Corporate and Other includes $67 million of unrealized mark-to-market net losses on interest rate swaps.
EBITDA and Adjusted EBITDA In analyzing and planning for our business, we supplement our use of GAAP financial measures with non-GAAP financial measures, including EBITDA and Adjusted EBITDA as performance measures.
In analyzing and planning for our business, we supplement our use of GAAP financial measures with non-GAAP financial measures, including EBITDA and Adjusted EBITDA as performance measures.
The fair value of each power plant acquired in the Energy Harbor Merger and the fair value of the contributed nuclear business was estimated using a combination of the income approach and the market approach.
The fair value of each power plant acquired in each acquisition and the fair value of the contributed nuclear business in the Energy Harbor Merger was estimated using a combination of the income approach and the market approach.
The determination of the existence of these and other indications of impairment involves judgments that are subjective in nature and may require the use of estimates in forecasting future results and cash flows given the diverse fuel mix and output rates of our generation asset groups. See Note 20 to the Financial Statements for additional information.
The determination of the existence of these and other indications of impairment involves judgments that are subjective in nature and may require the use of estimates in forecasting future results and cash flows given the diverse fuel mix and output rates of our generation asset groups. See Note 7 to the Financial Statements for additional information.
The following is a discussion of our most critical accounting estimates, judgments and uncertainties that are inherent in our application of GAAP. Business Combinations Determining fair values of assets acquired and liabilities assumed in the Energy Harbor Merger requires significant estimates and judgments.
The following is a discussion of our most critical accounting estimates, judgments and uncertainties that are inherent in our application of GAAP. Business Combinations Determining fair values of assets acquired and liabilities assumed in the Energy Harbor Merger and Lotus Acquisition requires significant estimates and judgments.
Under accounting standards related to derivative instruments and hedging activities, these instruments are subject to mark-to-market accounting, and the determination of market values for these instruments is based on numerous assumptions and estimation techniques. Mark-to-market accounting recognizes changes in the fair value of derivative instruments in the financial statements as market prices change.
Under accounting standards related to derivative instruments and hedging activities, these instruments are subject to mark-to-market accounting, and the determination of market values for these instruments is based on numerous assumptions and estimation techniques. 70 VISTRA CORP. Mark-to-market accounting recognizes changes in the fair value of derivative instruments in the financial statements as market prices change.
We determined fair value based on the estimated price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. See Note 2 to the Financial Statements.
We determined fair value based on the estimated price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. See Note 2 to the Financial Statements for additional information.
When EBITDA or Adjusted EBITDA is discussed in reference to performance on a consolidated basis, the most directly comparable GAAP financial measure to EBITDA and Adjusted EBITDA is Net income (loss).
When EBITDA or Adjusted EBITDA is discussed in reference to performance on a consolidated basis, the most directly comparable GAAP financial measure to EBITDA and Adjusted EBITDA is Net income (loss). 60 VISTRA CORP.
The cash consideration for Energy Harbor Merger was funded by Vistra Operations using a combination of cash on hand and borrowings under the Commodity-Linked Facility, the Receivables Facility and the Repurchase Facility. See Note 2 to the Financial Statements.
The cash consideration for Energy Harbor Merger was funded by Vistra Operations using a combination of cash on hand and borrowings under the Commodity-Linked Facility, the Receivables Facility and the Repurchase Facility. See Note 2 to the Financial Statements for additional information. 56 VISTRA CORP.
In management's opinion, the liability recorded pursuant to income tax accounting guidance related to uncertain tax positions reflects future taxes that may be owed as a result of any examination. See Notes 1 and 5 to the Financial Statements for additional information.
In management's opinion, the liability recorded pursuant to income tax accounting guidance related to uncertain tax positions reflects future taxes that may be owed as a result of any examination. See Notes 1 and 6 to the Financial Statements for additional information. 71 VISTRA CORP.
We use cash, letters of credit, Eligible Assets (see Note 8 to the Financial Statements) and other forms of credit support to satisfy such collateral posting obligations. See Note 9 to the Financial Statements for additional information.
We use cash, letters of credit, Eligible Assets (see Note 10 to the Financial Statements for additional information) and other forms of credit support to satisfy such collateral posting obligations. See Note 11 to the Financial Statements for additional information.
Significant qualitative factors were evaluated included reporting unit and trade name financial performance, market multiples, general macroeconomic, industry, and market conditions, cost factors, customer attrition, and interest rates. See Note 7 to the Financial Statements for additional information.
Significant qualitative factors were evaluated included reporting unit and trade name financial performance, market multiples, general macroeconomic, industry, and market conditions, cost factors, customer attrition, and interest rates. See Note 9 to the Financial Statements for additional information. 72 VISTRA CORP.
We have nuclear fuel contracted to support all our refueling needs through 2029. We continue to take affirmative action by building strategic inventory and deploying mitigating strategies in our procurement portfolio to ensure we can secure the nuclear fuel needed to continue to operate our nuclear facilities through potential Russian supply disruption.
We continue to take affirmative action by building strategic inventory and deploying mitigating strategies in our procurement portfolio to ensure we can secure the nuclear fuel needed to continue to operate our nuclear facilities through potential Russian supply disruption.
Management's Discussion and Analysis of Financial Condition, and Results of Operations in our 202 3 Form 10-K for a discussion of our financial condition and results of operations for the year ended December 31, 2022 and for the year ended December 31, 2023 compared to the year ended December 31, 2022, which is incorporated here by reference.
Management's Discussion and Analysis of Financial Condition, and Results of Operations in our 202 4 Form 10-K for a discussion of our financial condition and results of operations for the year ended December 31, 2023 and for the year ended December 31, 2024 compared to the year ended December 31, 2023, which is incorporated here by reference. 51 VISTRA CORP.
We continue to closely monitor developments in the Russia and Ukraine conflict, specifically with regards to, (i) sanctions (or potential sanctions) against Russian energy exports and Russian nuclear fuel supply and enrichment activities, and (ii) actions by Russia to limit energy deliveries, which may further impact commodity prices in Europe and globally.
Russia/Ukraine Conflict We are closely monitoring developments in the Russia and Ukraine conflict, specifically sanctions (or potential sanctions) against Russian energy exports and Russian nuclear fuel supply and enrichment activities, and actions by Russia to limit energy deliveries, which may further impact commodity prices in Europe and globally.
Given the lack of guidance to date, we recognized 2024 nuclear PTC revenues based on our best estimate and interpretation of gross receipts which includes settled spot energy revenues and capacity revenues at each nuclear unit, and excludes any hedges.
Given the lack of guidance to date, we recognized 2024 and 2025 nuclear PTC revenues based on our best estimate and interpretation of gross receipts which includes settled spot energy revenues and capacity revenues (applicable to our PJM nuclear units only) at each nuclear unit and excludes any hedges and ancillary service revenue.
See Note 13 to the Financial Statements for additional information. 58 Table of Contents Impairment of Goodwill and Other Long-Lived Assets Goodwill and Intangible Assets with Indefinite Useful Lives Goodwill and intangible assets with indefinite useful lives, such as the intangible asset related to the our retail trade names are not amortized and are subject to impairment testing annually, or when events or changes in the business environment indicate that the carrying value of the reporting unit may exceed its fair value.
Impairment of Goodwill and Other Long-Lived Assets Goodwill and Intangible Assets with Indefinite Useful Lives Goodwill and intangible assets with indefinite useful lives, such as the intangible asset related to the our retail trade names are not amortized and are subject to impairment testing annually, or when events or changes in the business environment indicate that the carrying value of the reporting unit may exceed its fair value.
Our obligations under commodity purchase and services agreements, including capacity payments, nuclear fuel and natural gas take-or-pay contracts, coal contracts, business services and nuclear-related outsourcing and other purchase commitments, are expected to total approximately $3.270 billion in 2025, $2.650 billion in 2026-2027, $1.490 billion in 2028-2029 and $450 million thereafter.
Commodity Purchase and Services Agreements Our obligations under commodity purchase and services agreements, including capacity payments, nuclear fuel and natural gas take-or-pay contracts, coal contracts, business services and nuclear-related outsourcing and other purchase commitments, are expected to total approximately $3.630 billion in 2026, $2.990 billion in 2027-2028, $1.730 billion in 2029-2030 and $1.420 billion thereafter.
Vistra Consolidated Financial Results — Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 The following table presents Net income (loss), EBITDA and Adjusted EBITDA for the year ended December 31, 2024: Year Ended December 31, 2024 Retail Texas East West Asset Closure Eliminations / Corporate and Other Vistra Consolidated (in millions) Operating revenues $ 12,797 $ 5,394 $ 5,661 $ 877 $ 1 $ (7,506) $ 17,224 Fuel, purchased power costs, and delivery fees (10,276) (1,596) (2,698) (221) (3) 7,509 (7,285) Operating costs (159) (996) (1,103) (72) (81) (3) (2,414) Depreciation and amortization (114) (581) (996) (86) — (66) (1,843) Selling, general, and administrative expenses (977) (169) (148) (25) (43) (239) (1,601) Operating income (loss) 1,271 2,052 716 473 (126) (305) 4,081 Other income 1 39 181 3 16 72 312 Other deductions (2) (4) (4) (6) (2) (3) (21) Interest expense and related charges (54) 46 9 1 (4) (898) (900) Impacts of Tax Receivable Agreement — — — — — (5) (5) Income (loss) before income taxes 1,216 2,133 902 471 (116) (1,139) 3,467 Income tax expense — — — — — (655) (655) Net income (loss) $ 1,216 $ 2,133 $ 902 $ 471 $ (116) $ (1,794) $ 2,812 Income tax expense — — — — — 655 655 Interest expense and related charges (a) 54 (46) (9) (1) 4 898 900 Depreciation and amortization (b) 114 686 1,278 86 — 66 2,230 EBITDA before Adjustments 1,384 2,773 2,171 556 (112) (175) 6,597 60 Table of Contents Year Ended December 31, 2024 Retail Texas East West Asset Closure Eliminations / Corporate and Other Vistra Consolidated Unrealized net (gain) loss resulting from commodity hedging transactions 52 (790) (76) (332) (9) — (1,155) Purchase accounting impacts — 1 (12) — — (14) (25) Impacts of Tax Receivable Agreement (c) — — — — — (5) (5) Non-cash compensation expenses — — — — — 100 100 Transition and merger expenses 2 1 22 — — 111 136 Decommissioning-related activities (d) — 26 (91) 2 — — (63) ERP system implementation expenses 8 7 5 1 2 — 23 Other, net 17 14 (2) 11 2 (111) (69) Adjusted EBITDA $ 1,463 $ 2,032 $ 2,017 $ 238 $ (117) $ (94) $ 5,539 ____________ (a) Includes $53 million of unrealized mark-to-market net gains on interest rate swaps.
Year Ended December 31, 2024 Retail Texas East West Asset Closure Eliminations / Corporate and Other Vistra Consolidated (in millions) Operating revenues $ 12,797 $ 5,394 $ 5,661 $ 839 $ 39 $ (7,506) $ 17,224 Fuel, purchased power costs, and delivery fees (10,276) (1,596) (2,698) (218) (6) 7,509 (7,285) Operating costs (159) (996) (1,103) (52) (101) (3) (2,414) Depreciation and amortization (114) (581) (996) (58) (28) (66) (1,843) Selling, general, and administrative expenses (977) (169) (148) (20) (48) (239) (1,601) Operating income (loss) 1,271 2,052 716 491 (144) (305) 4,081 Other income, net (1) 35 177 (6) 17 69 291 Interest expense and related charges (54) 46 9 1 (4) (898) (900) Impacts of Tax Receivable Agreement — — — — — (5) (5) Income (loss) before income taxes 1,216 2,133 902 486 (131) (1,139) 3,467 Income tax expense — — — — — (655) (655) Net income (loss) $ 1,216 $ 2,133 $ 902 $ 486 $ (131) $ (1,794) $ 2,812 Income tax expense — — — — — 655 655 Interest expense and related charges (a) 54 (46) (9) (1) 4 898 900 Depreciation and amortization (b) 114 686 1,278 58 28 66 2,230 EBITDA before Adjustments 1,384 2,773 2,171 543 (99) (175) 6,597 Unrealized net (gain) loss resulting from commodity hedging transactions 52 (790) (76) (332) (9) — (1,155) Purchase accounting impacts — 1 (12) — — (14) (25) Impacts of Tax Receivable Agreement (c) — — — — — (5) (5) Non-cash compensation expenses — — — — — 100 100 Transition and merger expenses 2 1 22 — — 111 136 Decommissioning-related activities (d) — 26 (91) 2 — — (63) ERP system implementation expenses 8 7 5 1 2 — 23 Other, net 17 14 (2) 11 2 (111) (69) Adjusted EBITDA $ 1,463 $ 2,032 $ 2,017 $ 225 $ (104) $ (94) $ 5,539 ____________ (a) Corporate and Other includes $53 million of unrealized mark-to-market net gains on interest rate swaps.
As of December 31, 2024, we received or posted cash, letters of credit and Eligible Assets for commodity hedging and trading activities as follows: • $841 million in cash and Eligible Assets has been posted with counterparties as compared to $1.244 billion posted as of December 31, 2023; • $49 million in cash has been received from counterparties as compared to $45 million received as of December 31, 2023; • $2.560 billion in letters of credit have been posted with counterparties as compared to $2.408 billion posted as of December 31, 2023; and • $131 million in letters of credit have been received from counterparties as compared to $143 million received as of December 31, 2023.
As of December 31, 2025, we received or posted cash, letters of credit and Eligible Assets for commodity hedging and trading activities as follows: • $1.577 billion in cash and Eligible Assets has been posted with counterparties as compared to $841 million posted as of December 31, 2024; • $7 million in cash has been received from counterparties as compared to $49 million received as of December 31, 2024; • $2.489 billion in letters of credit has been posted with counterparties as compared to $2.560 billion posted as of December 31, 2024; and • $162 million in letters of credit has been received from counterparties as compared to $131 million received as of December 31, 2024.
If it is determined that a transaction designated as a normal purchase or sale no longer meets the scope exception, the related contract would be recorded on the balance sheet at fair value with immediate recognition through earnings.
If it is determined that a transaction designated as a normal purchase or sale no longer meets the scope exception, the related contract would be recorded on the balance sheet at fair value with immediate recognition through earnings. See Notes 13 and 14 to the Financial Statements for additional information.
Inflation Reduction Act of 2022 (IRA) In August 2022, the U.S. enacted the IRA, which, among other things, implements substantial new and modified energy tax credits, including recognizing the value of existing carbon-free nuclear power by providing for a nuclear PTC, a solar PTC, and a first-time stand-alone battery storage investment tax credit.
Inflation Reduction Act of 2022 (IRA) In August 2022, the U.S. enacted the IRA, which, among other things, implements substantial new and modified energy tax credits, including recognizing the value of existing carbon-free nuclear power by providing for a nuclear PTC, a solar PTC, new technology-neutral ITCs and PTCs that apply to various different clean energy technologies, and a first-time stand-alone battery storage ITC.
If realization is not more likely than not, we would record a valuation allowance against such deferred tax assets for the amount we would not expect to utilize, which would reduce the carrying value of the deferred tax amounts.
Further, we assess the likelihood that we will be able to realize or utilize our deferred tax assets. If realization is not more likely than not, we would record a valuation allowance against such deferred tax assets for the amount we would not expect to utilize, which would reduce the carrying value of the deferred tax amounts.
The PRUI Act prohibits importation of Russian uranium; however, the Department of Energy can issue waivers (subject to decreasing annual caps) until December 31, 2027 if there is no alternate source of low-enriched uranium available to keep U.S. nuclear reactors operating or is in the national interest.
The Prohibiting Russian Uranium Imports Act (PRUI Act), which was signed into law on August 11, 2024, prohibits importation of Russian uranium; however, the DOE can issue waivers (subject to decreasing annual caps) until December 31, 2027 if there is no alternate source of low-enriched uranium available to keep U.S. nuclear reactors operating or is in the national interest.
Available Liquidity The following table summarizes changes in available liquidity for the year ended December 31, 2024: December 31, 2024 December 31, 2023 Change (in millions) Cash and cash equivalents (a) $ 1,188 $ 3,485 $ (2,297) Vistra Operations Credit Facilities — Revolving Credit Facility (b) 2,162 1,213 949 Vistra Operations — Commodity-Linked Facility (c) 771 1,101 (330) Total available liquidity (d)(e) $ 4,121 $ 5,799 $ (1,678) ____________ (a) See the consolidated statements of cash flows in the Financial Statements and Cash Flows above for details of the decrease in cash and cash equivalents for the year ended December 31, 2024.
Liquidity The following table summarizes changes in available liquidity for the year ended December 31, 2025: December 31, 2025 December 31, 2024 Change (in millions) Cash and cash equivalents (a) $ 785 $ 1,188 $ (403) Vistra Operations Credit Facilities — Revolving Credit Facility (b) 1,996 2,162 (166) Vistra Operations — Commodity-Linked Facility (c) 2 771 (769) Total available liquidity (d)(e) $ 2,783 $ 4,121 $ (1,338) ____________ (a) See the consolidated statements of cash flows in the Financial Statements and Cash Flows above for details of the decrease in cash and cash equivalents for the year ended December 31, 2025.
See Notes 10 and 15 to the Financial Statements for additional information.
See Notes 7 and 21 to the Financial Statements for additional information.
Our operational cash flows tend to be seasonal and weighted toward the second half of the year. Interest payments on long-term debt, after taking into account interest rate swaps, are expected to total approximately $905 million in 2025, $1.595 billion in 2026-2027, $1.180 billion in 2028-2029 and $1.305 billion thereafter. See Note 9 to the Financial Statements for additional information.
Our operational cash flows tend to be seasonal and weighted toward the second half of the year. Interest Payments Interest payments on long-term debt, after taking into account interest rate swaps, are expected to total approximately $930 million in 2026, $1.560 billion in 2027-2028, $1.230 billion in 2029-2030 and $995 million thereafter.
(d) Excludes amounts available to be borrowed under the Receivables Facility and the Repurchase Facility, respectively. See Note 9 to the Financial Statements for additional information. (e) Excludes any additional letters of credit that may be issued under the Secured LOC Facilities or the Alternative LOC Facilities. See Note 9 to the Financial Statements for additional information.
See Note 11 to the Financial Statements for additional information. (e) Excludes any additional letters of credit that may be issued under the Secured LOC Facilities or the Alternative LOC Facilities. See Note 11 to the Financial Statements for additional information.
Any significant change to one or more of these factors can have a material impact on the fair value measurement of our long-lived assets. Nuclear PTC Revenues Nuclear PTC revenues are accounted for by analogy to the grant model within International Accounting Standards 20, Accounting for Government Grants and Disclosures of Government Assistance.
Any significant change to one or more of these factors can have a material impact on the fair value measurement of our long-lived assets. Nuclear PTC Revenues Nuclear PTC revenues are accounted for by analogy to ASC 832, Government Grants as amended by Accounting Standards Update (ASU) 2025-10 .
We believe that we will have access to sufficient liquidity to fund our anticipated cash requirements through at least the next 12 months, including the upcoming payments associated with the acquisition of Nuveen's noncontrolling interest in Vistra Vision discussed in Note 9 to the Financial Statements.
We believe that we will have access to sufficient liquidity to fund our anticipated cash requirements through at least the next 12 months, including the consummation of the Cogentrix Transaction, the maturity of 2026 debt obligations, including the 5.050% Senior Secured Notes due December 2026, and the upcoming payments associated with the acquisition of Nuveen's noncontrolling interest in Vistra Vision discussed in Note 11 to the Financial Statements.
The determination of the fair value of property, plant, and equipment contributed and acquired, as well as nuclear decommissioning asset retirement obligations required the most significant level of estimation uncertainty.
The determination of the fair value of property, plant, and equipment contributed and acquired, commodity derivative instruments, and the nuclear decommissioning asset retirement obligations assumed in the Energy Harbor Merger required the most significant level of estimation uncertainty.
PJM Reliability Pricing Model (RPM) auction results, for the zones in which our assets are located, are as follows for each planning year: 2024-2025 2025-2026 (average price per MW-day) RTO zone $ 28.92 $ 269.92 ComEd zone 28.92 269.92 MAAC zone 49.49 269.92 EMAAC zone 53.60 269.92 ATSI zone 28.92 269.92 DEOK zone 96.24 269.92 DOM zone 28.92 444.26 54 Table of Contents Our capacity sales in PJM, net of purchases, aggregated by planning year and capacity type through planning year 2025-2026, are as follows: East Segment 2024-2025 2025-2026 CP auction capacity sold, net (MW) 9,935 10,255 Bilateral capacity sold, net (MW) 2,127 330 Total segment capacity sold, net (MW) 12,062 10,585 Average price per MW-day $ 41.38 $ 267.12 NYISO The most recent seasonal auction results for NYISO's Rest-of-State zones, in which the capacity for our Independence plant clears, are as follows for each planning period: Winter 2024 - 2025 Price per kW-month $ 2.00 Due to the short-term, seasonal nature of the NYISO capacity auctions, we monetize the majority of our capacity through bilateral trades.
PJM Reliability Pricing Model (RPM) auction results, for the zones in which our assets are located, are as follows for each planning year: 2025-2026 2026-2027 2027-2028 (average price per MW-day) RTO zone $ 269.92 $ 329.17 $ 333.44 ComEd zone 269.92 329.17 333.44 MAAC zone 269.92 329.17 333.44 EMAAC zone 269.92 329.17 333.44 ATSI zone 269.92 329.17 333.44 DEOK zone 269.92 329.17 333.44 DOM zone 444.26 329.17 333.44 Our auction and bilateral capacity sales in PJM, net of purchases, aggregated by planning year through planning year 2027-2028, are as follows: East Segment 2025-2026 2026-2027 2027-2028 Capacity sold, net (MW) 11,259 11,527 10,566 NYISO The most recent seasonal auction results for NYISO's Rest-of-State zones, in which the capacity for our Independence plant clears, are as follows for each planning period: Winter 2025 - 2026 Price per kW-month $ 2.71 Due to the short-term, seasonal nature of the NYISO capacity auctions, we monetize the majority of our capacity through bilateral trades.
As a result of our exposure to the variability of natural gas prices and Market Heat Rates, retail sales and hedging activities are critical to our operating results and maintaining consistent cash flow levels. Our integrated power generation and retail electricity business provides us opportunities to hedge our generation position utilizing retail electricity markets as a sales channel.
Due to our exposure to variability in natural gas prices and Market Heat Rates, retail sales and hedging activities are critical to our operating results and cash flow stability. Our integrated power generation and retail electricity business provides flexibility to hedge our generation position by utilizing retail markets as an effective sales channel.
The section 45U nuclear PTC is available to existing nuclear facilities from 2024 through 2032 and provides a federal tax credit of up to $15 per MWh, subject to phase out as power prices increase above $25 per MWh (each subject to annual inflation adjustments).
The section 45U nuclear PTC is available to existing nuclear facilities from 2024 through 2032 and provides a federal tax credit of up to $15 per MWh, subject to phase out when annual gross receipts are between $25.00 per MWh and 43.75 per MWh and $26.00 per MWh and $44.75 per MWh for 2024 and 2025, respectively (each subject to annual inflation adjustments).
Financial and Operating Performance The following are financial and operating highlights we achieved in the execution of our four strategic priorities: Long-term, attractive earnings profile through the integrated business model. • We continued to execute our integrated business model through exceptional operational performance by capitalizing on market opportunities that drove strong earnings for the year ended December 31, 2024.
Key Financial Results The following are financial and operating highlights we achieved in the execution of our four strategic priorities: Long-term, attractive earnings profile through the integrated business model. • We continued to execute our integrated business model, delivering strong operational and financial performance while responding effectively to market opportunities.
We do not expect Vistra to be subject to the CAMT in the 2024 tax year as it applies only to corporations with a three-year average annual adjusted financial statement income in excess of $1 billion.
We do not expect Vistra to be subject to the corporate alternative minimum tax (CAMT) in the 2025 tax year as it applies only to corporations with a three-year average annual adjusted financial statement income in excess of $1 billion. We have taken the CAMT and forecasted OBBBA impacts into account when forecasting cash taxes.
The Company accounts for transferable ITCs and PTCs we expect to receive by analogy to the grant model within International Accounting Standards 20, Accounting for Government Grants and Disclosures of Government Assistance . As discussed in Note 4, we recognized transferable nuclear PTC revenues of $545 million in the year ended December 31, 2024.
The Company accounts for transferable ITCs and PTCs we expect to receive by analogy to ASC 832, Government Grants as amended by Accounting Standards Update 2025-10 (ASC 832). As discussed in Note 5, we recognized transferable nuclear PTC revenues of $220 million and $545 million in the years ended December 31, 2025 and 2024, respectively. U.S.
Our capacity sales, aggregated by season through winter 2026-2027, are as follows: East Segment Winter 2024 - 2025 Summer 2025 Winter 2025 - 2026 Summer 2026 Winter 2026 - 2027 Auction capacity sold (MW) 77 — — — — Bilateral capacity sold (MW) 943 550 268 — — Total capacity sold (MW) 1,020 550 268 — — Average price per kW-month $ 3.09 $ 4.51 $ 4.10 $ — $ — ISO-NE The most recent Forward Capacity Auction results for ISO-NE Rest-of-Pool, in which most of our assets are located, are as follows for each planning year: 2024-2025 2025-2026 2026-2027 2027-2028 Price per kW-month $ 2.61 $ 2.59 $ 2.59 $ 3.58 We continue to market and pursue longer term multi-year capacity transactions that extend through planning year 2027-2028.
Our auction and bilateral capacity sales, aggregated by season through winter 2027-2028, are as follows: East Segment Winter 2025 - 2026 Summer 2026 Winter 2026 - 2027 Summer 2027 Winter 2027 - 2028 Capacity sold (MW) 909 296 174 195 75 ISO-NE The most recent Forward Capacity Auction results for ISO-NE Rest-of-Pool, in which most of our assets are located, are as follows for each planning year: 2025-2026 2026-2027 2027-2028 Price per kW-month $ 2.59 $ 2.59 $ 3.58 59 VISTRA CORP.
In addition, in July 2024, we filed applications with the PUCT under the Texas Energy Fund loan program seeking financing for the 860 MW of new advanced simple-cycle peaking plants referenced above.
In July 2024, we filed applications with the PUCT under the Texas Energy Fund loan program seeking financing for the 860 MW of new advanced simple-cycle peaking plants referenced above. Both projects were selected for due diligence as part of the Texas Energy Fund loan program. An invitation to due diligence does not mean an applicant is awarded a loan.
Material Cross Default/Acceleration Provisions Certain of our contractual arrangements contain provisions that could result in an event of default if there were a failure under financing arrangements to meet payment terms or to observe covenants that could result in an acceleration of payments due. Such provisions are referred to as "cross default" or "cross acceleration" provisions.
The Vistra Operations Credit Agreement, Vistra Operations Commodity-Linked Credit Agreement, Secured LOC Facilities, and certain of our other financing arrangements include cross-default provisions that could result in an event of default if there were a failure under financing arrangements to meet payment terms or to observe covenants that could result in an acceleration of payments due.
Changes in Accounting Standards See Note 1 to the Financial Statements for additional information.
See Note 11 to the Financial Statements for additional information.
On November 27, 2024, we experienced a fire at Unit 1 of our Martin Lake facility in ERCOT, an 815 MW unit. The depreciation expense associated with the damaged property was less than $1 million. We currently expect the unit to return to service in June 2025.
Martin Lake Unit 1 Incident On November 27, 2024, we experienced a fire at Unit 1 of our Martin Lake facility in ERCOT (the Martin Lake Incident), an 815 MW unit. We wrote-off the unit's net book value of less than $1 million to depreciation expense in December 2024. The unit returned to service in February 2026.
Any interpretive guidance on the definition of gross receipts which differs from the interpretation used in our estimate could result in a material change to PTC revenues attributable to 2024 and would be reflected as a change in estimate in the period in which the guidance is received. 59 Table of Contents We have determined that we will meet the prevailing wage requirements at all our nuclear units and are eligible for the five times multiplier, which is reflected in the amount of nuclear PTC revenue recognized in 2024.
Any interpretive guidance on the definition of gross receipts which differs from the interpretation used in our estimate could result in a material change to PTC revenues attributable to 2024 and 2025 and would be reflected as a change in estimate in the period in which the guidance is received.
A degree day compares the average of the hourly outdoor temperatures during each day to a 65° Fahrenheit base temperature.
A degree day compares the average of the hourly outdoor temperatures during each day to a 65° Fahrenheit base temperature. Retail amounts represent weather data for the Dallas-Fort Worth area. 58 VISTRA CORP.
Disciplined capital allocation. • During the year ended December 31, 2024, we paid dividends to common stockholders totaling $305 million. 52 Table of Contents • In February 2024 and October 2024, the Board authorized incremental amounts of $1.5 billion and $1.0 billion, respectively, under our stock repurchase program established in October 2021.
The transaction is expected to close in mid-to-late 2026. • During the year ended December 31, 2025, we paid dividends to common stockholders totaling $306 million. • In October 2025, the Board authorized an incremental amount of $1.0 billion under our stock repurchase program established in October 2021.
Our 2024 and 2025 refueling plans have not been affected by the Russia and Ukraine conflict, nor have we seen any disruption to the delivery of nuclear fuel impacting our refueling schedules. We work with a diverse set of global nuclear fuel cycle suppliers to procure our nuclear fuel years in advance.
Our 2026 refueling plans have not been affected by the Russia and Ukraine conflict, nor have we seen any disruption to the delivery of nuclear fuel impacting our refueling schedules. All nuclear fuel requirements for 2026 are either in inventory or are onshore.
Amounts of deferred income tax assets and liabilities, as well as current and noncurrent accruals, involve estimates and judgments of the timing and probability of recognition of income and deductions by taxing authorities. Further, we assess the likelihood that we will be able to realize or utilize our deferred tax assets.
Accounting for Income Taxes Our income tax expense and related consolidated balance sheet amounts involve significant management estimates and judgments. Amounts of deferred income tax assets and liabilities, as well as current and noncurrent accruals, involve estimates and judgments of the timing and probability of recognition of income and deductions by taxing authorities.
Year Ended December 31, Year Ended December 31, 2024 2023 2024 2023 Average Power Price ($MWh) (a): Average Natural gas price ($/MMBtu) (b): ERCOT North Hub $ 25.89 $ 48.30 NYMEX Henry Hub $ 2.25 $ 2.53 ERCOT West Hub $ 27.45 $ 49.45 Houston Ship Channel $ 1.87 $ 2.20 PJM AEP Dayton Hub $ 30.74 $ 30.81 Permian Basin $ 0.08 $ 1.53 PJM Northern Illinois Hub $ 25.46 $ 26.64 Dominion South $ 1.67 $ 1.63 PJM Western Hub $ 33.83 $ 33.07 Tetco ELA $ 2.08 $ 2.27 MISO Indiana Hub $ 31.36 $ 32.98 Chicago Citygate $ 2.12 $ 2.30 ISONE Massachusetts Hub $ 41.47 $ 36.82 TetcoM3 $ 2.07 $ 1.90 New York Zone A $ 32.66 $ 25.68 Algonquin Citygates $ 3.03 $ 2.94 CAISO NP15 $ 40.67 $ 61.37 PG&E Citygate $ 3.09 $ 6.09 ____________ (a) Reflects the average around-the-clock settled prices for the periods presented and does not necessarily reflect prices we realized.
Year Ended December 31, Year Ended December 31, 2025 2024 2025 2024 Average Power Price ($/MWh): Average Natural gas price ($/MMBtu): ERCOT North Hub $ 32.01 $ 25.89 NYMEX Henry Hub $ 3.53 $ 2.25 ERCOT West Hub $ 32.87 $ 27.45 Houston Ship Channel $ 3.01 $ 1.87 PJM AEP Dayton Hub $ 45.13 $ 30.74 Permian Basin $ 0.62 $ 0.08 PJM Northern Illinois Hub $ 36.65 $ 25.46 Dominion South $ 2.78 $ 1.67 PJM Western Hub $ 50.25 $ 33.83 Tetco ELA $ 3.30 $ 2.08 MISO Indiana Hub $ 43.73 $ 31.36 Chicago Citygate $ 3.25 $ 2.12 ISONE Massachusetts Hub $ 67.86 $ 41.47 TetcoM3 $ 3.69 $ 2.07 New York Zone A $ 52.88 $ 32.66 Algonquin Citygates $ 6.23 $ 3.03 CAISO NP15 $ 38.22 $ 40.67 PG&E Citygate $ 3.39 $ 3.09 Estimated hedging levels for generation volumes in our Texas, East and West segments as of December 31, 2025 were as follows: 2026 2027 Nuclear/Renewable/Coal Generation: Texas 100 % 100 % East 89 % 65 % Natural Gas Generation: Texas 92 % 43 % East 98 % 72 % West 100 % 42 % Seasonality The demand for and market prices of electricity and natural gas are affected by weather.
(b) Includes nuclear fuel amortization of $105 million and $282 million, respectively, in the Texas and East segments. (c) Includes $10 million gain recognized on the repurchase of TRA Rights in the year ended December 31, 2024.
(b) Includes nuclear fuel amortization of $105 million and $282 million, respectively, in the Texas and East segments. (c) Includes $10 million gain recognized on the repurchase of TRA Rights. (d) Represents net of all NDT (income) loss, ARO accretion expense for operating assets, and ARO remeasurement impacts for operating assets. 62 VISTRA CORP.
The Transaction closed on December 31, 2024 (the Closing Date) and Vistra Vision Holdings now owns 100% of the equity interests in Vistra Vision. See Note 9 to the Financial Statements. Nuclear Plant License Renewals In July 2024, our application for license renewal at our two-unit Comanche Peak Nuclear Plant was approved by the NRC.
The Transaction closed on December 31, 2024 (the Closing Date) and Vistra Vision Holdings now owns 100% of the equity interests in Vistra Vision. See Notes 2 and 11 to the Financial Statements for additional information.
Maintaining a resilient balance sheet. • We further diversified our sources of liquidity and improved associated borrowing costs and credit terms through a number of enhancements and amendments to our facilities throughout the year, including (i) the expansion and extension of both our Revolving Credit Facility (expanded by $265 million and extended to 2029) and our Commodity-Linked Facility (expanded facility limit by $175 million and extended to October 2025), (ii) amending both the Vistra Operations Term Loan B-3 Facility and the Vistra Zero Term Loan B Facility to reduce the fixed spread interest by 25 and 75 basis points, respectively, (iii) establishing a $500 million alternative letter of credit facility, and (iv) expanding and extending the Receivables Facility (expanded the purchase limit by $250 million and extended to July 2025). • In April 2024, we issued $500 million of 6.000% senior secured notes due 2034 and $1.0 billion of 6.875% senior unsecured notes due 2032.
Maintaining a resilient balance sheet. • We further diversified our sources of liquidity and improved associated borrowing costs and credit terms through a number of enhancements and amendments to our facilities throughout the year, including (i) extending the maturity of the Commodity-Linked Facility to September 2026, (ii) increasing the commitment cap under the alternative letter of credit facility from $500 million to $800 million, and (iii) expanding and extending the Receivables Facility purchase limit by $100 million and extended the term to July 2026. • In October 2025, we issued $750 million of 4.300% senior secured notes due 2028, $500 million of 4.600% senior secured notes due 2030, and $750 million of 5.250% senior secured notes due 2035.
Strategic energy transition focused on the reliability, affordability, and sustainability of electric grid. • In March 2024, we completed the acquisition of Energy Harbor, adding an additional 4,048 MW of nuclear generation to our fleet. • We reached commercial operations for two solar facilities totaling 112 MW of capacity at retired plant sites in Illinois and continued development and construction activities on additional facilities in Texas and at retired or to-be-retired plant sites in Illinois. • We announced plans to repower the Coleto Creek coal generation facility as a natural gas-fueled facility upon its retirement no later than 2027.
Strategic energy transition focused on the reliability, affordability, and sustainability of electric grid. • Planned uprates at the Company's operating Perry Nuclear Power Plant (Perry), Davis-Besse Nuclear Power Plant (Davis-Besse), and Beaver Valley Nuclear Power Plant (Beaver Valley) would add 433 MW of incremental carbon-free nuclear energy and capacity to the PJM region commencing delivery on a portion of the uprate energy and capacity by 2031 and full delivery of the uprate energy and capacity by year end 2034. • We reached commercial operations at the Oak Hill solar facility in Texas totaling 200 MW of capacity and continued development and construction activities on additional facilities at retired or to-be-retired plant sites in Illinois. 52 VISTRA CORP. • We announced plans to repower the Coleto Creek and Miami Fort coal generation facilities as natural gas-fueled facilities upon their retirement no later than 2027 and the middle of 2028, respectively.
The re-segmentation did not result in a material change in the reported results for the East and Texas segments for the year ended December 31, 2023 compared to the year ended December 31, 2022. 50 Table of Contents Significant Activities and Events, and Items Influencing Future Performance Merger with Energy Harbor On March 1, 2024 (Merger Date), pursuant to a transaction agreement dated March 6, 2023 (Transaction Agreement), (i) Vistra Operations transferred certain of its subsidiary entities into Vistra Vision, (ii) Black Pen Inc., a wholly owned subsidiary of Vistra, merged with and into Energy Harbor, (iii) Energy Harbor became a wholly-owned subsidiary of Vistra Vision, and (iv) affiliates of Nuveen Asset Management, LLC (Nuveen) and Avenue Capital Management II, L.P.
Merger with Energy Harbor On March 1, 2024 (Merger Date), pursuant to a transaction agreement dated March 6, 2023, (i) Vistra Operations transferred certain of its subsidiary entities into Vistra Vision, (ii) Black Pen Inc., a wholly owned subsidiary of Vistra, merged with and into Energy Harbor, (iii) Energy Harbor became a wholly owned subsidiary of Vistra Vision, and (iv) affiliates of Nuveen and Avenue exchanged a portion of the Energy Harbor shares held by Nuveen and Avenue for a 15% equity interest of Vistra Vision (collectively, Energy Harbor Merger).
Other variables that could impact electricity prices include, but are not limited to, the price of other fuels, generation resources in the region, weather, on-going competition, emerging technologies, and macroeconomic and regulatory factors. The wholesale market price of electricity divided by the market price of natural gas represents the Market Heat Rate.
Other factors that may affect electricity prices include fuel costs, regional generation supply, weather conditions, competitive dynamics, emerging technologies, and macroeconomic and regulatory developments. The wholesale market price of electricity divided by the market price of natural gas represents the Market Heat Rate.
Capital Expenditures Estimated 2025 capital expenditures and nuclear fuel purchases as of December 31, 2024 total approximately $2.275 billion and include: • $925 million for investments in generation and mining facilities; • $725 million for solar and energy storage development; • $300 million for nuclear fuel purchases; and • $325 million for other growth expenditures. 68 Table of Contents Liquidity Effects of Commodity Hedging and Trading Activities We have entered into commodity hedging and trading transactions that require us to post collateral if the forward price of the underlying commodity moves such that the hedging or trading instrument we hold has declined in value.
Liquidity Effects of Commodity Hedging and Trading Activities We have entered into commodity hedging and trading transactions that require us to post collateral if the forward price of the underlying commodity moves such that the hedging or trading instrument we hold has declined in value.
(c) As of December 31, 2024 and 2023, the borrowing bases were less than the facility limits of $1.75 billion and $1.575 billion, respectively. As of December 31, 2024, available capacity reflects the borrowing base of $771 million and no cash borrowings. As of December 31, 2023, available capacity reflects the borrowing base of $1.101 billion and no cash borrowings.
As of December 31, 2025, available capacity reflects the borrowing base of $1.422 billion and $1.420 billion in cash borrowings. As of December 31, 2024, available capacity reflects the borrowing base of $771 million and no cash borrowings. (d) Excludes amounts available to be borrowed under the Receivables Facility and the Repurchase Facility, respectively.
Electricity prices are typically set by the cost to fuel a generation facility and the amount of fuel needed to generate one unit of electricity (Heat Rate) from the generation facility. Market Heat Rate is the implied relationship between wholesale electricity prices and the commodity price of the marginal supplier (generally natural gas plants).
Factors Affecting Our Financial Condition and Results of Operations Commodity Prices The price of electricity has a significant impact on our operating revenues and purchased power costs. Electricity prices are typically set by the cost to fuel a generation facility and the amount of fuel needed to generate one unit of electricity (Heat Rate) from the generation facility.
The estimates and assumptions required for the lignite mining land reclamation include, estimates such as costs to fill in mining pits and interpretation of the mining permit closure requirements. We estimate the costs to fill in mining pits utilizing a proprietary model to determine the volume of the pit.
We estimate the costs to fill in mining pits utilizing a proprietary model to determine the volume of the pit. The estimates and assumptions required for remediation or closure of coal ash basins have been developed for activities such as pond dewatering, surface stabilization, final cover, and post-closure care, including maintenance and groundwater monitoring.
The retail segment procures power from the generation segments to serve future load obligations and thus changes in forward power prices have an inverse effect on unrealized mark to market for the retail segment as compared to the generation segments.
When power prices increase or decrease compared to what our generation segments have sold forward, the generation segments recognize unrealized losses or gains, respectively. Conversely, the retail segment, which procures power from the generation segments to meet future load obligations, experiences an inverse effect on unrealized mark-to-market valuations compared to the generation segments. 57 VISTRA CORP.
The net proceeds from these issuances were used to refinance senior secured debt maturities in May 2024 and July 2024 and for general corporate purposes. • In December 2024, we issued $500 million of 5.050% senior secured notes due 2026 and $750 million of 5.700% senior secured notes due 2034.
The net proceeds from these issuances were used to refinance senior unsecured debt maturities in September 2026 and for general corporate purposes, including to fund a portion of the Lotus Acquisition.
We are proactively managing the increased costs of materials and supply chain disruptions and continuing to prudently re-evaluate the business cases and timing of our planned development projects, which has resulted in a deferral of some of our planned capital spend for our renewables projects and could impact the feasibility of additional projects.
We are proactively managing these constraints by continuously re-evaluating the business cases and timing of our planned development projects. This has led to the deferral or abandonment of some planned capital expenditures for our solar and battery projects and could impact the economic feasibility of additional projects in our new generation development pipeline.
See Collateral Support Obligations below for information related to collateral posted in accordance with the PUCT and ISO/RTO rules. Income Tax Payments In the next 12 months, we expect to make approximately $31 million in federal income tax payments, $81 million in state income tax payments and $2 million in TRA payments, offset by $14 million in state tax refunds.
Income Tax Payments In the next 12 months, we expect to make approximately $21 million in federal income tax payments, $66 million in state income tax payments and no material TRA payments, offset by $3 million in federal income tax refunds and $19 million in state tax refunds.
GAAP net income increased $1.32 billion to net income of $2.812 billion in the year ended December 31, 2024 compared to the year ended December 31, 2023.
Net income for the year ended December 31, 2025 compared to the year ended December 31, 2024 decreased by $1.868 billion. Adjusted EBITDA for the year ended December 31, 2025 compared to the year ended December 31, 2024 increased by $299 million.
Treasury regulations are expected to further define the scope of the legislation in many important respects, including critical guidance interpreting the nuclear PTC. This guidance could have a material impact on our estimate and would be reflected as a change in estimate in the period in which the guidance is received.
Treasury regulations are expected to further define the scope of the legislation in many important respects, including interpretive guidance on the definition of gross receipts for the nuclear PTC.
East Segment 2024-2025 2025-2026 2026-2027 2027-2028 Auction capacity sold (MW) 3,221 3,032 2,960 3,261 Bilateral capacity sold (MW) 78 78 58 8 Total capacity sold (MW) 3,299 3,110 3,018 3,269 Average price per kW-month $ 3.10 $ 2.72 $ 2.60 $ 3.58 MISO The capacity auction results for MISO Local Resource Zone 4, in which our assets are located, are as follows for each planning year: 2024-2025 Price per MW-day $ 20.08 55 Table of Contents MISO capacity sales through planning year 2027-2028 are as follows: East Segment 2024-2025 2025-2026 2026-2027 2027-2028 Auction capacity sold (MW) 1,095 — — — Bilateral capacity sold (MW) 682 891 515 24 Total MISO segment capacity sold (MW) 1,777 891 515 24 Average price per kW-month $ 3.02 $ 4.52 $ 4.44 $ 4.96 CAISO Our capacity sales as part of the California Public Utilities Commission Resource Adequacy (RA) Program in California, aggregated by calendar year for 2025 through 2028 for Moss Landing, are as follows: West Segment 2025 2026 2027 2028 Bilateral capacity sold (Avg MW) 1,816 1,575 1,275 750 Electricity Prices The price of electricity has a significant impact on our operating revenues and purchased power costs.
East Segment 2025-2026 2026-2027 2027-2028 Capacity sold (MW) 3,453 3,500 3,750 MISO The capacity auction results for MISO Local Resource Zone 4, in which our assets are located, are as follows for each planning year: 2025-2026 Price per kW-month $ 6.60 MISO auction and bilateral capacity sales through planning year 2028-2029 are as follows: East Segment 2025-2026 2026-2027 2027-2028 2028-2029 Capacity sold (MW) 1,710 1,418 239 5 CAISO Our capacity sales as part of the California Public Utilities Commission Resource Adequacy (RA) Program in California, aggregated by calendar year for 2026 through 2029 for Moss Landing, are as follows: West Segment 2026 2027 2028 2029 Bilateral capacity sold (Avg MW) 1,415 1,265 350 350 Results of Operations The tables and discussion that follows present period‑over‑period changes in our results of operations and highlight the primary drivers of those variances for the periods presented.
Wholesale electricity prices generally track to increases or decreases in the price of natural gas, with exceptions such as when ERCOT power prices rise significantly during weather events as a result of the scarcity of available generation resources relative to power demand.
Market Heat Rate is the implied relationship between wholesale electricity prices and the commodity price of the marginal supplier (generally natural gas plants). Wholesale electricity prices generally move with natural gas prices, except in certain circumstances, such as when ERCOT power prices increase significantly during extreme weather events due to generation scarcity.
In contrast to our natural gas-fueled generation facilities, changes in natural gas prices have no significant effect on the cost of generating power at our nuclear-, lignite- and coal-fueled facilities; however, all other factors being equal, changes in natural gas prices affect our operating margins on these facilities as electricity prices generally track to natural gas prices.
Because natural gas prices are volatile, the operating costs of our natural gas‑fueled generation facilities can also be volatile. While changes in natural gas prices do not materially affect the cost of generation at our nuclear‑, lignite‑, and coal‑fueled facilities, such changes generally influence electricity prices and, therefore, the operating margins of these facilities.
During the year ended December 31, 2024, we repurchased 16.6 million shares for $1.2 billion under the program. Through February 24, 2025, total shares repurchased under the program totaled 160 million shares for $4.9 billion, and we have $1.9 billion available for additional repurchases under the program (see Note 16 to the Financial Statements).
During the year ended December 31, 2025, we repurchased 6.6 million shares for approximately $1.0 billion under the program.
In addition, we have proactively engaged our suppliers to secure key materials needed to maintain our existing generation facilities prior to future planned outages, and our Vistra Zero operational and development projects are anticipated to benefit from the impact of the IRA.
We are engaging with suppliers to secure key materials needed to maintain our existing generation facilities before future planned outages.
We are in various discussions with interested counterparties for the potential sale of power from our nuclear and gas facilities pursuant to long-term agreements to supply large load facilities.
To support growing demand from large‑scale electricity consumers, we continue to engage in discussions with various counterparties regarding the potential long-term sale of power from our generation facilities, and we are progressing a series of development initiatives across our generation portfolio, including nuclear uprates and other capacity expansions.
(b) The increase in availability for the year ended December 31, 2024 was driven by a $684 million decrease in letters of credit outstanding under the facility and the October 2024 amendment to the Revolving Credit Facility which, among other things, increased the revolving credit commitments by $265 million (see Note 9 to the Financial Statements).
(b) The decrease in availability for the year ended December 31, 2025 was driven by a $380 million increase in cash borrowings, partially offset by a $214 million decrease in letters of credit outstanding under the facility. (c) As of December 31, 2025 and 2024, the borrowing bases were less than the facility limit of $1.75 billion.
Such potential transactions are subject to certain risks and uncertainties, including potential regulatory review and/or approval and adverse legislative action, which could impact the timing of, and our ability to consummate, any potential transaction. 53 Table of Contents The industry continues to experience supply chain constraints and labor shortages that have reduced the availability of certain equipment and supply relevant to construction of new generation facilities, and increased (i) the lead time to procure certain materials necessary to maintain, and (ii) the labor costs associated with maintenance activity on our natural gas, nuclear and coal fleet.
Supply Chain Constraints Our industry continues to face ongoing supply chain constraints and labor shortages, which have reduced the availability of essential equipment and supplies for constructing new generation facilities, increased the lead times for procuring materials, and raised labor costs associated with maintaining our natural gas, nuclear, and coal fleet.
(b) Reflects the average around-the-clock settled prices for the periods presented and does not reflect costs incurred by us. 63 Table of Contents Adjusted EBITDA for the year ended December 31, 2024 compared to the year ended December 31, 2023 increased by $1.438 billion.
The below tables summarize the average around the clock settled prices for the periods presented and does not necessarily reflect prices we realized or costs incurred by us.
Decommissioning cost studies are updated for each of our nuclear units at least every five years unless circumstances warrant a more frequent update. In estimating the liability assumed in the Energy Harbor Merger, we have included an assumption that Vistra receives a license extension of 20 years from the NRC to continue to operate the Perry Nuclear Plant through 2046.
Decommissioning cost studies are updated for each of our nuclear units at least every five years unless circumstances warrant a more frequent update. The estimates and assumptions required for the lignite mining land reclamation include estimates such as costs to fill in mining pits and interpretation of the mining permit closure requirements.
Additional costs incurred from the events include loss of revenue from the facilities being offline, and may include litigation costs and penalties under contracts. We will continue to assess if a triggering event has occurred to evaluate impairment for the other complex assets.
We will account for any adjustments to the accrual as a change in estimate in the period new information becomes available. Additional impacts from the Moss Landing Incident include loss of revenue from the facilities being offline and may include litigation costs, other negotiated settlements of contracts with counterparties, and additional non-cash impairment losses.
For the year ended December 31, 2024, there were $5 million federal income tax payments, $59 million in state income tax payments, $9 million in state income tax refunds and no TRA payments.
For the year ended December 31, 2025, there were $11 million federal income tax payments, $86 million in state income tax payments, and $1 million in TRA payments. 69 VISTRA CORP. Financial Covenants and Cross-Default Provisions The Vistra Operations Credit Agreement, Vistra Operations Commodity-Linked Credit Agreement, and Secured LOC Facilities each include a financial covenant.
See Notes 11 and 12 to the Financial Statements for additional information. 57 Table of Contents Accounting for Income Taxes Our income tax expense and related consolidated balance sheet amounts involve significant management estimates and judgments.
See Note 11 to the Financial Statements for additional information. Guarantees See Note 18 to the Financial Statements for additional information. Commitments and Contingencies See Note 18 to the Financial Statements for additional information. Critical Accounting Estimates See Note 1 of the consolidated financial statements for a description of our accounting policies.
The forward power sales are also the drivers of the changes in unrealized gains/losses on hedging activities. As power prices increase/decrease in comparison to what our generation segments have sold forward, the generation segments recognize unrealized losses/gains.
As a result of our hedging strategy, the net income of our segments can be significantly impacted by changes in unrealized gains and losses on commodity derivative instruments which are driven by changes in forward power prices.
Removed
The Sunset segment was eliminated in the fourth quarter of 2024, resulting in the recast of results for four coal facilities to the East segment and one coal facility to the Texas segment (see Note 19 to the Financial Statements). The recast is reflected in the results of operations for the years ended December 31, 2024 and 2023.
Added
Our ability to combine a diversified and dependable generation fleet with a scaled retail platform and disciplined wholesale risk management capabilities remains a core competitive advantage and supports more stable and predictable cash flows across commodity price cycles. • Long-term contracts entered in 2025 underwrite higher base profitability in the future. ◦ In September 2025, we announced that we had entered into a 20-year power purchase agreement (PPA) (with options to extend for up to an additional 20 years) with Amazon Web Services (AWS) to supply 1,200 MW of carbon-free power from our Comanche Peak Nuclear Power Plant.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

14 edited+9 added−0 removed13 unchanged
Biggest changeExposure Before Credit Collateral Trade Accounts Receivable Derivatives Gross Exposure Credit Collateral Net Exposure (in millions) Retail segment $ 1,545 $ — $ 1,545 $ 51 $ 1,494 Texas, East and Asset Closure segments: Investment grade $ 99 $ 451 $ 550 $ 49 $ 501 Below investment grade or no rating 69 196 265 94 171 Texas, East and Asset Closure segments $ 168 $ 647 $ 815 $ 143 $ 672 Totals $ 1,713 $ 647 $ 2,360 $ 194 $ 2,166 Contracts classified as "normal" purchase or sale and non-derivative contractual commitments are not marked-to-market in the financial statements and are excluded from the detail above.
Biggest changeDecember 31, 2025 Exposure Before Credit Collateral Trade Accounts Receivable Derivatives Gross Exposure Credit Collateral Net Exposure (in millions) Retail segment $ 1,831 $ (16) $ 1,815 $ 48 $ 1,767 Texas, East, West, and Asset Closure segments: Investment grade $ 189 $ 448 $ 637 $ 5 $ 632 Below investment grade or no rating 133 66 199 104 95 Texas, East, West, and Asset Closure segments $ 322 $ 514 $ 836 $ 109 $ 727 Total $ 2,153 $ 498 $ 2,651 $ 157 $ 2,494 Contracts classified as "normal" purchase or sale and non-derivative contractual commitments are not marked-to-market in the financial statements and are excluded from the detail above.
Including collateral posted to us by counterparties, our net exposure was $2.166 billion, as seen in the following table that presents the distribution of credit exposure by counterparty credit quality as of December 31, 2024. Credit collateral includes cash and letters of credit but excludes other credit enhancements such as guarantees or liens on assets.
Including collateral posted to us by counterparties, our net exposure was $2.494 billion, as seen in the following table that presents the distribution of credit exposure by counterparty credit quality as of December 31, 2025. Credit collateral includes cash and letters of credit but excludes other credit enhancements such as guarantees or liens on assets.
Measurement techniques include, but are not limited to, position reporting and review, Value at Risk (VaR) methodologies and stress test scenarios. Risk management regularly reports their analysis to the Company's Risk Committee and Executive Committee, and to the Sustainability and Risk Committee of the Board of Directors.
Measurement techniques include, but are not limited to, position reporting and review, Value at Risk (VaR) methodologies and stress test scenarios. Risk management regularly reports their analysis to the Company's Risk Committee and Executive Committee, and to the Sustainability and Risk Committee of the Board. 73 VISTRA CORP.
This includes review of counterparty financial condition, current and potential credit exposures, credit rating and other quantitative and qualitative credit criteria.
This includes review of counterparty financial conditions, current and potential credit exposures, credit rating and other quantitative and qualitative credit criteria.
As of December 31, 2024, the potential reduction of annual pretax earnings over the next twelve months due to a one percentage-point (100 basis points) increase in floating interest rates on long-term debt totaled approximately $12 million after taking into account the interest rate swaps.
As of December 31, 2025, the potential reduction of annual pretax earnings over the next twelve months due to a one percentage-point (100 basis points) increase in floating interest rates on long-term debt totaled approximately $13 million after taking into account the interest rate swaps. 74 VISTRA CORP.
We view exposure to this counterparty to be within an acceptable level of risk tolerance due to the counterparty's credit ratings, the counterparty's market role and deemed creditworthiness and the importance of our business relationship with the counterparty. 74 Table of Contents
We view exposure to this counterparty to be within an acceptable level of risk tolerance due to the counterparty's credit ratings, market role and deemed creditworthiness and the importance of our business relationship with the counterparty. 75 VISTRA CORP.
Significant ( i.e. , 10% or greater) concentration of credit exposure exists with one counterparty, which represented an aggregate $262 million, or 39%, of our total net exposure as of December 31, 2024.
Significant ( i.e. , 10% or greater) concentration of credit exposure exists with one counterparty, which represented an aggregate $331 million, or 46%, of our total net exposure as of December 31, 2025.
We also employ certain risk mitigation practices, including utilization of standardized master agreements that provide for netting and setoff rights, as well as credit enhancements such as margin deposits and customer deposits, letters of credit, parental guarantees and surety bonds.
We also employ certain risk mitigation practices, including utilization of standardized master agreements that provide for netting and setoff rights, as well as credit enhancements such as margin deposits and customer deposits, letters of credit, parental guarantees and surety bonds. See Note 13 to the Financial Statements for additional information.
Interest Rate Risk We are exposed to fluctuations in interest rates through our issuance of variable rate debt. We mitigate our exposure to fluctuations in interest rates through entering interest rate swaps. These interest rate swaps limit the impact of interest rate changes on our results of operations and cash flows and to lower our overall borrowing costs.
We mitigate our exposure to fluctuations in interest rates through entering interest rate swaps. These interest rate swaps limit the impact of interest rate changes on our results of operations and cash flows and lower our overall borrowing costs. Interest rate risk is managed centrally by our treasury function.
We have entered into net notional interest rate swaps that will hedge $2.3 billion of our exposure to variable rate debt through December 2030 (see Note 11 to Financial Statements).
We have entered into net notional interest rate swaps that will hedge $2.3 billion of our exposure to Vistra Operations variable rate debt through December 2030 and $416 million of our project-level debt through October 2045 (see Note 13 to Financial Statements for additional information).
Interest rate risk is managed centrally by our treasury function. As of December 31, 2024, we have approximately $3.5 billion principal amount of variable rate debt consisting of the Vistra Operations Credit Facilities Term Loan B-3 Facility, the BCOP Credit Facilities and the Vistra Zero Term Loan B Facility (see Note 9 to the Financial Statements).
As of December 31, 2025, we have approximately $4.0 billion principal amount of variable rate debt consisting of the Vistra Operations Term Loan B-3 Facility, the BCOP Credit Facility, and the Vistra Zero Term Loan B Facility (see Note 11 to the Financial Statements for additional information).
See Note 11 to the Financial Statements for additional information. 73 Table of Contents Our gross credit exposure (excluding collateral impacts) associated with retail and wholesale trade accounts receivable and net derivative assets arising from commodity contracts and hedging and trading activities totaled $2.360 billion at December 31, 2024.
Our gross credit exposure (excluding collateral impacts) associated with retail and wholesale trade accounts receivable and net derivative assets (liabilities) arising from commodity contracts and hedging and trading activities totaled $2.651 billion as of December 31, 2025.
Beginning in 2024, our nuclear fleet is eligible for the nuclear PTC provided by the IRA which provides increasing levels of support as unit revenues decline below levels established in the IRA and is further adjusted annually for inflation over the duration of the program. 72 Table of Contents VaR Methodology A VaR methodology is used to measure the amount of market risk that exists within the portfolio under a variety of market conditions.
Our nuclear fleet is eligible for the nuclear PTC provided by the IRA which provides increasing levels of support as unit revenues decline below levels established in the IRA and is further adjusted annually for inflation over the duration of the program.
Average VaRs as of December 31 are the average of each month-end average for the years ended December 31, 2024 and 2023, respectively: Year Ended December 31, 2024 2023 Average VaR $ 236 $ 190 High VaR $ 371 $ 423 Low VaR $ 86 $ 115 The month-end average VaR risk measure increased in 2024 due to higher volumes following the Energy Harbor Merger.
Average VaRs are the average of each month-end average for the years ended December 31, 2025 and 2024, respectively: Year Ended December 31, 2025 2024 (in millions) Average VaR $ 224 $ 236 High VaR $ 316 $ 371 Low VaR $ 138 $ 86 Interest Rate Risk We are exposed to fluctuations in interest rates through our issuance of variable rate debt.
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VaR Methodology A VaR methodology is used to measure the amount of market risk that exists within the portfolio under a variety of market conditions.
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Energy-Related Commodity Contracts and Mark-to-Market Activities The table below summarizes the changes in commodity contract assets and liabilities for the years ended December 31, 2025 and 2024.
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Year Ended December 31, 2025 2024 (in millions) Commodity contract net liability as of January 1 $ (1,460) $ (2,740) Mark-to-market adjustments: Settlements/termination of positions (a) 970 1,213 Changes in fair value of positions in the portfolio (b) (1,778) (58) Net gain (loss) associated with mark-to-market accounting (808) 1,155 Acquired commodity contracts (c) (410) (50) Other activity (d) 102 175 Commodity contract net liability as of December 31 $ (2,576) $ (1,460) ____________ (a) Represents reversals of previously recognized unrealized gains and losses upon settlement/termination (offsets realized gains/(losses) recognized in the settlement period).
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Excludes changes in fair value in the month the position settled as well as amounts related to positions entered into, and settled, in the same month. (b) Represents unrealized net gains/(losses) recognized, reflecting the effect of changes in fair value.
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Excludes changes in fair value in the month the position settled as well as amounts related to positions entered into, and settled, in the same month. (c) Includes fair value of commodity contracts acquired in the Lotus Acquisition in 2025 and the Energy Harbor Merger in 2024 (see Note 2 to the Financial Statements for additional information).
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(d) Primarily represents changes in fair value of positions due to receipt or payment of cash not reflected in unrealized gains or losses. Amounts are generally related to premiums related to options purchased or sold as well as certain margin deposits classified as settlement for certain transactions executed on the CME.
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The following maturity table presents the net commodity contract liability arising from recognition of fair values as of December 31, 2025, scheduled by the source of fair value and contractual settlement dates of the underlying positions.
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Maturity dates of unrealized commodity contract net liability as of December 31, 2025 Source of Fair Value Less than 1 year 1-3 years 4-5 years Excess of 5 years Total (in millions) Prices actively quoted $ (556) $ (332) $ (11) $ 1 $ (898) Prices provided by other external sources (194) (214) (1) — (409) Prices based on models (163) (536) (287) (283) (1,269) Total $ (913) $ (1,082) $ (299) $ (282) $ (2,576) We have engaged in natural gas hedging activities to mitigate the risk of higher or lower wholesale electricity prices that have corresponded to increases or declines in natural gas prices.
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When natural gas prices are elevated or depressed, we continue to seek opportunities to manage our wholesale power price exposure through hedging activities, including forward wholesale and retail electricity sales. 76

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